Exhibit 4.7


 


EXECUTION VERSION








	 



  





J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


TORCHLIGHT
LOAN SERVICES, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


 


and


 


Pentalpha
Surveillance LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


September 1, 2016


 


JPMCC Commercial Mortgage Securities Trust
2016-JP3

Commercial Mortgage Pass-Through Certificates


 


Series 2016-JP3 





	 


 




    


     

    

 


TABLE OF CONTENTS


 





 




	
	 	Page
	Article I 



DEFINITIONS
	Section 1.01          Defined Terms	7
	Section 1.02          Certain Calculations	121
	Article II 



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01          Conveyance of Mortgage Loans	123
	Section 2.02          Acceptance by Trustee	129
	Section 2.03          Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	134
	Section 2.04          Execution of Certificates; Issuance of Lower-Tier Regular Interests	150
	Article III

 

ADMINISTRATION AND SERVICING OF THE TRUST FUND
	Section 3.01          The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	151
	Section 3.02          Collection of Mortgage Loan Payments	158
	Section 3.03          Collection of Taxes, Assessments and Similar Items; Servicing Accounts	163
	Section 3.04          The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account	168
	Section 3.05          Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	174
	Section 3.06          Investment of Funds in the Collection Account and the REO Account	185
	Section 3.07          Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	187
	Section 3.08          Enforcement of Due-on-Sale Clauses; Assumption Agreements	193
	Section 3.09          Realization Upon Defaulted Loans and Companion Loans	198



 



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	Section 3.10          Trustee and Custodian to Cooperate; Release of Mortgage Files	202
	Section 3.11          Servicing Compensation	203
	Section 3.12          Inspections; Collection of Financial Statements	210
	Section 3.13          Access to Certain Information	215
	Section 3.14          Title to REO Property; REO Account	227
	Section 3.15          Management of REO Property	229
	Section 3.16          Sale of Defaulted Loans and REO Properties	231
	Section 3.17          Additional Obligations of Master Servicer and Special Servicer	238
	Section 3.18          Modifications, Waivers, Amendments and Consents	240
	Section 3.19          Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	251
	Section 3.20          Sub-Servicing Agreements	258
	Section 3.21          Interest Reserve Account	261
	Section 3.22          Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	262
	Section 3.23          Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	262
	Section 3.24          Intercreditor Agreements	266
	Section 3.25          Rating Agency Confirmation	268
	Section 3.26          The Operating Advisor	270
	Section 3.27          Companion Paying Agent	277
	Section 3.28          Companion Register	278
	Section 3.29          Certain Matters Relating to the Non-Serviced Mortgage Loans	278
	Section 3.30          [Reserved]	280
	Section 3.31          [Reserved]	280
	Section 3.32          [Reserved]	280
	Section 3.33          Delivery of Excluded Information to the Certificate Administrator	280
	Article IV 



Distributions TO CERTIFICATEHOLDERS
	Section 4.01          Distributions	281
	Section 4.02          Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	291
	Section 4.03          P&I Advances	297
	Section 4.04          Allocation of Realized Losses	300
	Section 4.05          Appraisal Reduction Amounts; Collateral Deficiency Amounts	301
	Section 4.06          [RESERVED]	305
	Section 4.07          Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	305
	Section 4.08          Secure Data Room	308



 



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	Article V 



THE CERTIFICATES
	 
	Section 5.01          The Certificates	309
	Section 5.02          Form and Registration	310
	Section 5.03          Registration of Transfer and Exchange of Certificates	312
	Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates	320
	Section 5.05          Persons Deemed Owners	320
	Section 5.06          Access to List of Certificateholders’ Names and Addresses; Special Notices	320
	Section 5.07          Maintenance of Office or Agency	321
	Section 5.08          Appointment of Certificate Administrator	321
	Section 5.09          [Reserved]	322
	Section 5.10          Voting Procedures	322
	 	 
	Article VI 



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the 

Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER AND THE 

DIRECTING CERTIFICATEHOLDER
	 
	Section 6.01          Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	324
	Section 6.02          Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	330
	Section 6.03          Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	330
	Section 6.04          Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	332
	Section 6.05          Depositor, Master Servicer and Special Servicer Not to Resign	337
	Section 6.06          Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	337
	Section 6.07          The Master Servicer and the Special Servicer as Certificate Owner	338
	Section 6.08          The Directing Certificateholder	338
	Article VII 



SERVICER TERMINATION EVENTS
	Section 7.01          Servicer Termination Events; Master Servicer and Special Servicer Termination	344
	Section 7.02          Trustee to Act; Appointment of Successor	352



 



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	Section 7.03          Notification to Certificateholders	354
	Section 7.04          Waiver of Servicer Termination Events	354
	Section 7.05          Trustee as Maker of Advances	355
	Article VIII 



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	Section 8.01          Duties of the Trustee and the Certificate Administrator	355
	Section 8.02          Certain Matters Affecting the Trustee and the Certificate Administrator	357
	Section 8.03          Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	359
	Section 8.04          Trustee or Certificate Administrator May Own Certificates	359
	Section 8.05          Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	359
	Section 8.06          Eligibility Requirements for Trustee and Certificate Administrator	361
	Section 8.07          Resignation and Removal of the Trustee and Certificate Administrator	362
	Section 8.08          Successor Trustee or Certificate Administrator	364
	Section 8.09          Merger or Consolidation of Trustee or Certificate Administrator	365
	Section 8.10          Appointment of Co-Trustee or Separate Trustee	365
	Section 8.11          Appointment of Custodians	366
	Section 8.12          Representations and Warranties of the Trustee	367
	Section 8.13          Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	368
	Section 8.14          Representations and Warranties of the Certificate Administrator	368
	Section 8.15          Compliance with the PATRIOT Act	369
	Article IX 



TERMINATION
	Section 9.01          Termination upon Repurchase or Liquidation of All Mortgage Loans	370
	Section 9.02          Additional Termination Requirements	373
	Article X 



ADDITIONAL REMIC PROVISIONS
	Section 10.01        REMIC Administration	374
	Section 10.02        Use of Agents	378
	Section 10.03        Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	378
	Section 10.04        Appointment of REMIC Administrators	378



 



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	Article XI 



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 11.01        Intent of the Parties; Reasonableness	379
	Section 11.02        Succession; Subcontractors	380
	Section 11.03        Filing Obligations	382
	Section 11.04        Form 10-D Filings	383
	Section 11.05        Form 10-K Filings	386
	Section 11.06        Sarbanes-Oxley Certification	389
	Section 11.07        Form 8-K Filings	390
	Section 11.08        Form 15 Filing	392
	Section 11.09        Annual Compliance Statements	392
	Section 11.10        Annual Reports on Assessment of Compliance with Servicing Criteria	394
	Section 11.11        Annual Independent Public Accountants’ Attestation Report	396
	Section 11.12        Indemnification	397
	Section 11.13        Amendments	400
	Section 11.14        Regulation AB Notices	400
	Section 11.15        Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	400
	Section 11.16        Certain Matters Regarding Significant Obligors	405
	Section 11.17        Impact of Cure Period	405
	Article XII 



THE ASSET REPRESENTATIONS REVIEWER
	Section 12.01        Asset Review	406
	Section 12.02        Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	412
	Section 12.03        Resignation of the Asset Representations Reviewer	413
	Section 12.04        Restrictions of the Asset Representations Reviewer	414
	Section 12.05        Termination of the Asset Representations Reviewer	414
	Article XIII

 

MISCELLANEOUS PROVISIONS
	Section 13.01        Amendment	417
	Section 13.02        Recordation of Agreement; Counterparts	421
	Section 13.03        Limitation on Rights of Certificateholders	422
	Section 13.04        Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	423
	Section 13.05        Notices	423
	Section 13.06        Severability of Provisions	428
	Section 13.07        Grant of a Security Interest	429
	Section 13.08        Successors and Assigns; Third Party Beneficiaries	429







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	Section 13.09        Article and Section Headings	430
	Section 13.10        Notices to the Rating Agencies	430
	Section 13.11        PNC Bank, National Association	431


 



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	EXHIBITS	 
	 	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-C Certificate
	Exhibit A-10	Form of Class A-S Certificate
	Exhibit A-11	Form of Class B Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class NR Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R Certificates 
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)



 






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	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of Directing Certificateholder
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney – Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)



 






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	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	 	 
	SCHEDULES	 
	 	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves 







 






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This Pooling and Servicing
Agreement is dated and effective as of September 1, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchaser.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class
LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests (the “Lower-Tier Regular Interests”),
which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also
issue the uncertificated Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier
REMIC and is represented by the Class R Certificates.


 



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The following table sets
forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier Regular Interests and
the Class LR Interest:


 


	Class Designation	 	Interest Rate	 	 	Original Lower-Tier
 Principal Amount
	Class LA1	 	 	(1)	 	 	$	45,932,000	 
	Class LA2	 	 	(1)	 	 	$	97,274,000	 
	Class LA3	 	 	(1)	 	 	$	16,726,000	 
	Class LA4	 	 	(1)	 	 	$	300,000,000	 
	Class LA5	 	 	(1)	 	 	$	342,359,000	 
	Class LASB	 	 	(1)	 	 	$	49,955,000	 
	Class LAS	 	 	(1)	 	 	$	118,706,000	 
	Class LB	 	 	(1)	 	 	$	56,309,000	 
	Class LC	 	 	(1)	 	 	$	50,222,000	 
	Class LD	 	 	(1)	 	 	$	54,787,000	 
	Class LE	 	 	(1)	 	 	$	22,828,000	 
	Class LF	 	 	(1)	 	 	$	15,219,000	 
	Class LNR	 	 	(1)	 	 	$	47,177,696	 
	Class LR	 	 	None(2)	 	 	 	None     	 



 


 







		(1)	The interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will
be the Weighted Average Net Mortgage Rate for such Distribution Date.



 


		(2)	The Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance
or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance
Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution
Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.



 





UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates, each of which
represents a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the
uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier REMIC for purposes
of the REMIC Provisions and is represented by the Class R Certificates.












 


THE CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate
initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional
Amount”), as applicable, for each Class of Certificates:


 






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	Corresponding Certificates	 	Initial Pass-

Through Rate	 	Original Certificate Balance

or Notional Amount
	Class A-1 Certificates	 	 	1.4615	%	 	$	45,932,000	 
	Class A-2 Certificates	 	 	2.4347	%	 	$	97,274,000	 
	Class A-3 Certificates	 	 	2.5229	%	 	$	16,726,000	 
	Class A-4 Certificates	 	 	2.6265	%	 	$	300,000,000	 
	Class A-5 Certificates	 	 	2.8704	%	 	$	342,359,000	 
	Class A-SB Certificates	 	 	2.7765	%	 	$	49,955,000	 
	Class X-A Certificates	 	 	1.5260	%(1)	 	$	970,952,000	(2)
	Class X-B Certificates	 	 	0.8367	%(1)	 	$	56,309,000	(2)
	Class X-C Certificates	 	 	0.7500	%(1)	 	$	105,009,000	(2)
	Class A-S Certificates	 	 	3.1440	%	 	$	118,706,000	 
	Class B Certificates	 	 	3.3967	%	 	$	56,309,000	 
	Class C Certificates	 	 	3.4834	%	 	$	50,222,000	 
	Class D Certificates	 	 	3.4834	%	 	$	54,787,000	 
	Class E Certificates	 	 	4.2334	%	 	$	22,828,000	 
	Class F Certificates	 	 	4.2334	%	 	$	15,219,000	 
	Class NR Certificates	 	 	4.2334	%	 	$	47,177,696	 
	Class R Certificates	 	 	None(3)   	 	 	N/A        	 



 

 



		(1)	The Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with the
definition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for the Class X-B Certificates will be calculated
in accordance with the definition of “Class X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-C Certificates
will be calculated in accordance with the definition of “Class X-C Pass-Through Rate”.



 


		(2)	None of the Class X-A, Class X-B or Class X-C Certificates will have a Certificate Balance; rather,
such Classes will accrue interest as provided herein on the Class X-A Notional Amount, the Class X-B Notional Amount and the Class
X-C Notional Amount, as applicable.



 


		(3)	The Class R Certificates will not have a Certificate Balance or a Notional Amount, and will not
bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining
in the Upper-Tier REMIC Distribution Account after all required distributions under this Agreement have been made to each Class
of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R
Certificates.



 


As of the close of
business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of
principal due on or before such date, whether or not received, equal to $1,217,494,697.


 


The 9 West 57th Street Pari Passu
Companion Loans, the 693 Fifth Avenue Pari Passu Companion Loans, the Opry Mills Pari Passu Companion Loans, the Westfield
San Francisco Centre Pari Passu Companion Loans, the 1 Kaiser Plaza Pari Passu Companion Loan, the Salesforce Tower Pari
Passu Companion Loan, the Crocker Park Phase One & Two Pari Passu Companion Loans, the National Business Park Pari Passu
Companion Loan, the 100 East Wisconsin Avenue Pari Passu Companion Loan, the Hillside Industrial Pari Passu Companion Loan,
the Embassy Suites Lake Buena Vista Pari Passu Companion Loan and the West LA Office – 1950 Sawtelle Boulevard Pari
Passu Companion Loan and any AB Subordinate


 



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Companion Loan (each a “Companion Loan” and collectively, the
“Companion Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that
secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan
(other than any Non-Serviced Companion Loan) will be serviced and administered in accordance with this Agreement. Amounts
attributable to any Companion Loan will not be part of the Trust Fund, and (except to the extent that such amounts are
payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.


 


The 9 West 57th Street
Whole Loan consists of the 9 West 57th Street Mortgage Loan, the 9 West 57th Street Pari Passu Companion Loans and the 9 West 57th
Street Subordinate Companion Loans. The 9 West 57th Street Mortgage Loan and the 9 West 57th Street Pari Passu Companion Loans
are pari passu with each other, and each is senior to the 9 West 57th Street Subordinate Companion Loans. The 9 West 57th
Street Mortgage Loan is part of the Trust Fund. None of the 9 West 57th Street Pari Passu Companion Loans or the 9 West 57th Street
Subordinate Companion Loans are part of the Trust Fund. The 9 West 57th Street Mortgage Loan, the 9 West 57th Street Pari Passu
Companion Loans and the 9 West 57th Street Subordinate Companion Loans will be serviced and administered in accordance with the
JPMCC Commercial Mortgage Trust 2016-NINE Trust and Servicing Agreement and the 9 West 57th Street Intercreditor Agreement.


 


The 693 Fifth Avenue
Whole Loan consists of the 693 Fifth Avenue Mortgage Loan and the 693 Fifth Avenue Pari Passu Companion Loans. The 693 Fifth Avenue
Mortgage Loan and the 693 Fifth Avenue Pari Passu Companion Loans are pari passu with each other. The 693 Fifth Avenue Mortgage
Loan is part of the Trust Fund. The 693 Fifth Avenue Pari Passu Companion Loans are not part of the Trust Fund. The 693 Fifth Avenue
Mortgage Loan and the 693 Fifth Avenue Pari Passu Companion Loans will be serviced and administered in accordance with the DBJPM
Commercial Mortgage Securities Trust 2016-C3 Pooling and Servicing Agreement and the 693 Fifth Avenue Intercreditor Agreement.


 


The Opry Mills Whole
Loan consists of the Opry Mills Mortgage Loan and the Opry Mills Pratt Pari Passu Companion Loans. The Opry Mills Mortgage Loan
and the Opry Mills Pari Passu Companion Loans are pari passu with each other. The Opry Mills Mortgage Loan is part of the
Trust Fund. The Opry Mills Pari Passu Companion Loans are not part of the Trust Fund. The Opry Mills Mortgage Loan and the Opry
Mills Pari Passu Companion Loans will be serviced and administered in accordance with the JPMCC Commercial Mortgage Securities
Trust 2016-JP2 Pooling and Servicing Agreement and the Opry Mills Intercreditor Agreement.


 


The Westfield San Francisco
Centre Whole Loan consists of the Westfield San Francisco Centre Mortgage Loan, the Westfield San Francisco Centre Pari Passu Companion
Loans and the Westfield San Francisco Centre Subordinate Companion Loans. The Westfield San Francisco Centre Mortgage Loan and
the Westfield San Francisco Centre Pari Passu Companion Loans are pari passu with each other, and each is senior to the
Westfield San Francisco Centre Subordinate Companion Loans. The Westfield San Francisco Centre Mortgage Loan is part of the Trust
Fund. None of the Westfield San Francisco Centre Pari Passu Companion Loans or the Westfield San Francisco Centre Subordinate Companion
Loans are part of the Trust Fund. The Westfield San Francisco Centre Mortgage Loan, the Westfield San


 



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Francisco Centre Pari Passu
Companion Loans and the Westfield San Francisco Centre Subordinate Companion Loans will be serviced and administered in accordance
with the DBJPM 2016-SFC Mortgage Trust Trust and Servicing Agreement and the Westfield San Francisco Centre Intercreditor Agreement.


 


The 1 Kaiser Plaza Whole
Loan consists of the 1 Kaiser Plaza Mortgage Loan and the 1 Kaiser Plaza Pari Passu Companion Loan. The 1 Kaiser Plaza Mortgage
Loan and the 1 Kaiser Plaza Pari Passu Companion Loan are pari passu with each other. The 1 Kaiser Plaza Mortgage Loan is
part of the Trust Fund. The 1 Kaiser Plaza Pari Passu Companion Loan is not part of the Trust Fund. The 1 Kaiser Plaza Mortgage
Loan and the 1 Kaiser Plaza Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement and the
1 Kaiser Plaza Intercreditor Agreement.


 


The Salesforce Tower
Whole Loan consists of the Salesforce Tower Mortgage Loan and the Salesforce Tower Pari Passu Companion Loan. The Salesforce Tower
Mortgage Loan and the Salesforce Tower Pari Passu Companion Loan are pari passu with each other. The Salesforce Tower Mortgage
Loan is part of the Trust Fund. The Salesforce Tower Pari Passu Companion Loan is not part of the Trust Fund. The Salesforce Tower
Mortgage Loan and the Salesforce Tower Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement
and the Salesforce Tower Intercreditor Agreement.


 


The Crocker Park Phase
One & Two Whole Loan consists of the Crocker Park Phase One & Two Mortgage Loan and the Crocker Park Phase One & Two
Pari Passu Companion Loans. The Crocker Park Phase One & Two Mortgage Loan and the Crocker Park Phase One & Two Pari Passu
Companion Loans are pari passu with each other. The Crocker Park Phase One & Two Mortgage Loan is part of the Trust
Fund. The Crocker Park Phase One & Two Pari Passu Companion Loans are not part of the Trust Fund. The Crocker Park Phase One
& Two Mortgage Loan and the Crocker Park Phase One & Two Pari Passu Companion Loans will be serviced and administered in
accordance with the Citigroup Commercial Mortgage Securities Trust 2016-C2 Pooling and Servicing Agreement and the Crocker Park
Phase One & Two Intercreditor Agreement


 


The National Business
Park Whole Loan consists of the National Business Park Mortgage Loan and the National Business Park Pari Passu Companion Loan.
The National Business Park Mortgage Loan and the National Business Park Pari Passu Companion Loan are pari passu with each
other. The National Business Park Mortgage Loan is part of the Trust Fund. The National Business Park Pari Passu Companion Loan
is not part of the Trust Fund. The National Business Park Mortgage Loan and the National Business Park Pari Passu Companion Loan
will be serviced and administered in accordance with this Agreement and the National Business Park Intercreditor Agreement.


 


The 100 East Wisconsin
Avenue Whole Loan consists of the 100 East Wisconsin Avenue Mortgage Loan and the 100 East Wisconsin Avenue Pari Passu Companion
Loan. The 100 East Wisconsin Avenue Mortgage Loan and 100 East Wisconsin Avenue Pari Passu Companion Loan are pari passu
with each other. The 100 East Wisconsin Avenue Mortgage Loan is part of the Trust Fund. The 100 East Wisconsin Avenue Pari Passu
Companion Loan is not part of the Trust Fund. The 100 East Wisconsin Avenue Mortgage Loan and the 100 East


 



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Wisconsin Avenue Pari
Passu Companion Loan will be serviced and administered (a) from and after the Closing Date and prior to the related Servicing Shift
Securitization Date, in accordance with (i) this Agreement and (ii) the 100 East Wisconsin Avenue Intercreditor Agreement and (b)
from and after the related Servicing Shift Securitization Date, in accordance with (i) the Non-Serviced PSA related to the Non-Serviced
Trust involving the 100 East Wisconsin Avenue Pari Passu Companion Loan and (ii) the 100 East Wisconsin Avenue Intercreditor Agreement.


 


The Hillside Industrial
Whole Loan consists of the Hillside Industrial Mortgage Loan and the Hillside Industrial Pari Passu Companion Loan. The Hillside
Industrial Mortgage Loan and the Hillside Industrial Pari Passu Companion Loan are pari passu with each other. The Hillside
Industrial Mortgage Loan is part of the Trust Fund. The Hillside Industrial Pari Passu Companion Loan is not part of the Trust
Fund. The Hillside Industrial Mortgage Loan and the Hillside Industrial Pari Passu Companion Loan will be serviced and administered
in accordance with this Agreement and the Hillside Industrial Intercreditor Agreement.


 


The Embassy Suites Lake
Buena Vista Whole Loan consists of the Embassy Suites Lake Buena Vista Mortgage Loan and the Embassy Suites Lake Buena Vista Pari
Passu Companion Loan. The Embassy Suites Lake Buena Vista Mortgage Loan and the Embassy Suites Lake Buena Vista Pari Passu Companion
Loan are pari passu with each other. The Embassy Suites Lake Buena Vista Mortgage Loan is part of the Trust Fund. The Embassy
Suites Lake Buena Vista Pari Passu Companion Loan is not part of the Trust Fund. The Embassy Suites Lake Buena Vista Mortgage Loan
and the Embassy Suites Lake Buena Vista Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement
and the Embassy Suites Lake Buena Vista Intercreditor Agreement.


 


The West LA Office –
1950 Sawtelle Boulevard Whole Loan consists of the West LA Office – 1950 Sawtelle Boulevard Mortgage Loan and the West LA
Office – 1950 Sawtelle Boulevard Pari Passu Companion Loan. The West LA Office – 1950 Sawtelle Boulevard Mortgage Loan
and West LA Office – 1950 Sawtelle Boulevard Pari Passu Companion Loan are pari passu with each other. The West LA
Office – 1950 Sawtelle Boulevard Mortgage Loan is part of the Trust Fund. The West LA Office – 1950 Sawtelle Boulevard
Pari Passu Companion Loan is not part of the Trust Fund. The West LA Office – 1950 Sawtelle Boulevard Mortgage Loan and the
West LA Office – 1950 Sawtelle Boulevard Pari Passu Companion Loan will be serviced and administered in accordance with the
MSBAM 2016-C30 Trust Pooling and Servicing Agreement and the West LA Office – 1950 Sawtelle Boulevard Intercreditor Agreement.


 


The Arkansas Hotel Portfolio
Whole Loan consists of the Arkansas Hotel Portfolio Mortgage Loan and the Arkansas Hotel Portfolio Subordinate Companion Loan.
The Arkansas Hotel Portfolio Mortgage Loan is senior to the Arkansas Hotel Portfolio Subordinate Companion Loan. The Arkansas Hotel
Portfolio Mortgage Loan is part of the Trust Fund. The Arkansas Hotel Portfolio Subordinate Companion Loan is not part of the Trust
Fund. The Arkansas Hotel Portfolio Mortgage Loan and the Arkansas Hotel Portfolio Subordinate Companion Loan will be serviced and
administered in accordance with this Agreement and the Arkansas Hotel Portfolio Intercreditor Agreement.


 






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In consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


Article
I



DEFINITIONS


 


Section 1.01     Defined
Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms, unless the
context otherwise requires, shall have the meanings specified in this Article.


 


“1 Kaiser Plaza
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 30, 2016, by and among the holders
of the 1 Kaiser Plaza Pari Passu Companion Loan and the holder of the 1 Kaiser Plaza Mortgage Loan, relating to the relative rights
of such holders of the 1 Kaiser Plaza Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“1 Kaiser Plaza
Mortgage Loan”: With respect to the 1 Kaiser Plaza Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as note A-1 and is pari passu in right of payment
with the related 1 Kaiser Plaza Pari Passu Companion Loan to the extent set forth in the 1 Kaiser Plaza Intercreditor Agreement.


 


“1 Kaiser Plaza
Mortgaged Property”: The Mortgaged Property which secures the 1 Kaiser Plaza Whole Loan.


 


“1 Kaiser Plaza
Pari Passu Companion Loan”: With respect to the 1 Kaiser Plaza Whole Loan, the one (1) Companion Loan, evidenced by one
(1) related promissory note (Note A-2) made by the related Mortgagors and secured by the Mortgage on the 1 Kaiser Plaza Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment to the 1 Kaiser Plaza Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 1 Kaiser Plaza Intercreditor Agreement.


 


“1 Kaiser Plaza
Whole Loan”: The 1 Kaiser Plaza Mortgage Loan, together with the 1 Kaiser Plaza Pari Passu Companion Loan, each of which
is secured by the same Mortgage on the 1 Kaiser Plaza Mortgaged Property. References herein to the 1 Kaiser Plaza Whole Loan shall
be construed to refer to the aggregate indebtedness under the 1 Kaiser Plaza Mortgage Loan and the 1 Kaiser Plaza Pari Passu Companion
Loan.


 


“9 West 57th
Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 26, 2016, by and among the holders
of the 9 West 57th Street Pari Passu Companion Loans, the holder of the 9 West 57th Street Mortgage Loan and the holder of the
9 West 57th Street Subordinate Companion Loans, relating to the relative rights of such holders of the 9 West 57th Street Whole
Loan, as the same may be further amended in accordance with the terms thereof.


 






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“9 West 57th
Street Mortgage Loan”: With respect to the 9 West 57th Street Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as note A-2 and is pari passu in
right of payment with the related 9 West 57th Street Pari Passu Companion Loans to the extent set forth in the 9 West 57th Street
Intercreditor Agreement.


 


“9 West 57th
Street Mortgaged Property”: The Mortgaged Property which secures the 9 West 57th Street Whole Loan.


 


“9 West 57th
Street Pari Passu Companion Loans”: With respect to the 9 West 57th Street Whole Loan, the five (5) Companion Loans,
each evidenced by one (1) related promissory note (Note A-1, Note A-3-A, Note A-3-B, Note A-4 and Note A-5) made by the related
Mortgagors and secured by the Mortgage on the 9 West 57th Street Mortgaged Property, which are not included in the Trust and each
of which are pari passu in right of payment to the 9 West 57th Street Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the 9 West 57th Street Intercreditor Agreement.


 


“9 West 57th
Street Subordinate Companion Loans”: With respect to the 9 West 57th Street Whole Loan, the one (1) Companion Loan evidenced
by one (1) related promissory note (Note B-1) made by the related Mortgagors and secured by the Mortgage on the 9 West 57th Street
Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the 9 West 57th Street Mortgage
Loan and the 9 West 57th Street Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as
provided in the 9 West 57th Street Intercreditor Agreement.


 


“9 West 57th
Street Whole Loan”: The 9 West 57th Street Mortgage Loan, together with the 9 West 57th Street Pari Passu Companion Loans
and the 9 West 57th Street Subordinate Companion Loans, each of which is secured by the same Mortgage on the 9 West 57th Street
Mortgaged Property. References herein to the 9 West 57th Street Whole Loan shall be construed to refer to the aggregate indebtedness
under the 9 West 57th Street Mortgage Loan, the 9 West 57th Street Pari Passu Companion Loans and the 9 West 57th Street Subordinate
Companion Loans.


 


“10-K Filing
Deadline”: As defined in Section 11.05(a).


 


“15Ga-1 Notice”:
As defined in Section 2.02(g).


 


“15Ga-1 Repurchase
Request”: As defined in Section 2.02(g).


 


“17g-5 Information
Provider”: The Certificate Administrator.


 


“17g-5 Information
Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located
within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab
on the page relating to this transaction.


 


“100 East Wisconsin
Avenue Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 30, 2016 by and among the holders
of the 100 East Wisconsin Avenue Pari Passu Companion Loan and the holder of the 100 East Wisconsin Avenue Mortgage


 



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Loan, relating
to the relative rights of such holders of the 100 East Wisconsin Avenue Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“100 East Wisconsin
Avenue Mortgage Loan”: With respect to the 100 East Wisconsin Avenue Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 16 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is
pari passu in right of payment with the 100 East Wisconsin Avenue Pari Passu Companion Loan to the extent set forth in the
100 East Wisconsin Avenue Intercreditor Agreement.


 


“100 East Wisconsin
Avenue Mortgaged Property”: The Mortgaged Property that secures the 100 East Wisconsin Avenue Whole Loan.


 


“100 East Wisconsin
Avenue Pari Passu Companion Loan”: With respect to the 100 East Wisconsin Avenue Whole Loan, the one (1) Companion Loan
evidenced by one (1) promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the 100 East Wisconsin Avenue
Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the 100 East Wisconsin
Avenue Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 100 East Wisconsin Avenue
Intercreditor Agreement.


 


“100 East Wisconsin
Avenue Pooling and Servicing Agreement”: This Agreement, for so long as the 100 East Wisconsin Avenue Whole Loan is serviced
pursuant to this Agreement and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced PSA for
the 100 East Wisconsin Avenue Pari Passu Companion Loan.


 


“100 East Wisconsin
Avenue Whole Loan”: The 100 East Wisconsin Avenue Mortgage Loan, together with the 100 East Wisconsin Avenue Pari Passu
Companion Loan, each of which is secured by the same Mortgage on the 100 East Wisconsin Avenue Mortgaged Property. References herein
to the 100 East Wisconsin Avenue Whole Loan shall be construed to refer to the aggregate indebtedness under the 100 East Wisconsin
Avenue Mortgage Loan and the 100 East Wisconsin Avenue Pari Passu Companion Loan.


 


“30/360 Mortgage
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


 


“693 Fifth Avenue
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 29, 2016, by and among the holders of the
693 Fifth Avenue Pari Passu Companion Loans and the holder of the 693 Fifth Avenue Mortgage Loan, relating to the relative rights
of such holders of the 693 Fifth Avenue Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“693 Fifth Avenue
Mortgage Loan”: With respect to the 693 Fifth Avenue Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as note A-3 and is pari passu in right of payment
with the related 693 Fifth Avenue Pari Passu Companion Loans to the extent set forth in the 693 Fifth Avenue Intercreditor Agreement.


 






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“693 Fifth Avenue
Mortgaged Property”: The Mortgaged Property which secures the 693 Fifth Avenue Whole Loan.


 


“693 Fifth Avenue
Pari Passu Companion Loans”: With respect to the 693 Fifth Avenue Whole Loan, the three (3) Companion Loans, each evidenced
by one (1) related promissory note (Note A-1, Note A-2 and Note A-4) made by the related Mortgagors and secured by the Mortgage
on the 693 Fifth Avenue Mortgaged Property, which are not included in the Trust and each of which are pari passu in right
of payment to the 693 Fifth Avenue Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided
in the 693 Fifth Avenue Intercreditor Agreement.


 


“693 Fifth Avenue
Whole Loan”: The 693 Fifth Avenue Mortgage Loan, together with the 693 Fifth Avenue Pari Passu Companion Loans, each
of which is secured by the same Mortgage on the 693 Fifth Avenue Mortgaged Property. References herein to the 693 Fifth Avenue
Whole Loan shall be construed to refer to the aggregate indebtedness under the 693 Fifth Avenue Mortgage Loan and the 693 Fifth
Avenue Pari Passu Companion Loans.


 


“AB Control
Appraisal Period”: The “Control Appraisal Period” or any similar term as defined in the related AB Intercreditor
Agreement for any Serviced AB Whole Loan. For the avoidance of doubt, there is no Serviced AB Whole Loan related to the Trust.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, the 9 West 57th Street Intercreditor Agreement, the Westfield
San Francisco Centre Intercreditor Agreement and the Arkansas Hotel Portfolio Intercreditor Agreement are the only AB Intercreditor
Agreements related to the Trust.


 


“AB Modified
Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced
Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced
PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which
the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either
an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in
effect.


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, the 9 West 57th Street Mortgage Loan, the Westfield San Francisco Centre Mortgage Loan
and the Arkansas Hotel Portfolio Mortgage Loan are the only AB Mortgage Loans in the Trust Fund.


 


“AB Mortgaged
Property”: The Mortgaged Property that secures the related AB Whole Loan. For the avoidance of doubt, the 9 West 57th
Street Mortgaged Property, the Westfield San Francisco Centre Mortgaged Property and the Arkansas Hotel Portfolio Mortgaged Properties
are the only AB Mortgaged Properties related to the Trust.


 






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“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the 9 West 57th Street Subordinate
Companion Loans, the Westfield San Francisco Centre Subordinate Companion Loans and the Arkansas Hotel Portfolio Subordinate Companion
Loan are the only AB Subordinate Companion Loans related to the Trust.


 


“AB Whole Loan”:
A Whole Loan that consists of such Mortgage Loan, Pari Passu Companion Loan(s) (if any) and one or more related AB Subordinate
Companion Loan(s). For the avoidance of doubt, the 9 West 57th Street Whole Loan, the Westfield San Francisco Centre Whole Loan
and the Arkansas Hotel Portfolio Whole Loan are the only AB Whole Loans related to the Trust.


 


“AB Whole Loan
Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Noteholder”, “Directing
Lender” or similarly defined party identified in the related AB Intercreditor Agreement. With respect to the Arkansas Hotel
Portfolio Whole Loan, Torchlight Investors, LLC is the AB Whole Loan Controlling Holder as of the Cut-off Date.


 


“Accelerated
Mezzanine Loan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure
or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to
maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance
policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist
or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer
has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless a Control Termination
Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder
(and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other
than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08
hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent
of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either
(a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured
against for properties similar to the related Mortgaged Property and located in or around


 



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the region in which such related Mortgaged
Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder
(or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to
the extent required under the related Intercreditor Agreement) will not have more than thirty (30) days to respond to the Special
Servicer’s request for such consent or consultation; provided, further, that upon the Special Servicer’s
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult
with the Directing Certificateholder or any applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is
not required to do so. Each of the Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund)
shall be entitled to rely on insurance consultants in making the determinations described above.


 


“Act”:
The Securities Act of 1933, as it may be amended from time to time.


 


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


 


“Actual/360
Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto,
as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents
(including any Intercreditor Agreement or subordination agreement).


 


“Additional
Disclosure Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto as Exhibit EE.


 


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


 


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


 


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that Services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who Services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property


 



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Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


“Advance”:
Any P&I Advance or Servicing Advance.


 


“Adverse REMIC
Event”: As defined in Section 10.01(f).


 


“Affected Party”:
As defined in Section 7.01(b).


 


“Affected Reporting
Party”: As defined in Section 11.12.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Affirmative
Asset Review Vote”: As defined in Section 12.01(a).


 


“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the
Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as appropriate; provided that each appraiser will be required to represent in such appraisal or in a supplemental
letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest,
direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation
is not affected by the approval or disapproval of the Mortgage Loan.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Master
Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an
Excluded Loan) in consultation with the Directing Certificateholder, and, after the occurrence and during the continuance of a
Control Termination Event, in consultation with the Directing Certificateholder (only with respect to any Mortgage Loan other than
an Excluded Loan) and the Operating Advisor and, after the


 



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occurrence and during the continuance of a Consultation Termination
Event, in consultation with the Operating Advisor, as of the first Determination Date that is at least ten (10) Business Days following
the date on which the Master Servicer receives from the Special Servicer the related Appraisal or the valuation described below,
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined
(1) by one or more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan, as the
case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the
Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan
or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to
any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon
its review of the Appraisal and any other information it deems relevant, (B) all escrows, letters of credit and reserves in respect
of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation and (C) all Insurance and Condemnation
Proceeds that constitute collateral for the related Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date
occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its
Mortgage Rate (and, with respect to any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion
Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage
Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable,
and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C)
all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and
all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such
Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the
subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special
Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of
the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated
Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation
referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated by the Master Servicer as
of the first Determination Date that is at least ten (10) Business Days following the date the Master Servicer receives from the
Special Servicer such Appraisal or valuation. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer
shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing
Advance); provided, further, however, that in no event shall the Special Servicer be required to order any
such Appraisal prior to the conclusion of such sixty (60) day period, as applicable, and in each case, the related Appraisal shall
be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing


 



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Certificateholder (but
only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee. In addition,
Special Servicer shall provide (via electronic delivery) the Master Servicer with any information in its possession that is reasonably
required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount pursuant to its definition using reasonable
efforts to deliver such information within five (5) Business Days of the Master Servicer’s reasonable request. The Special
Servicer will not calculate Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1)
or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be
reduced to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust or as otherwise set forth in Section 4.05(d).


 


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non Serviced Mortgage Loan), Serviced Companion Loan
and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the
application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such
Mortgage Loan or related Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments
on such Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan
or Companion Loan, as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification
of such Mortgage Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which
a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant
at a single tenant property declares bankruptcy (and not otherwise dismissed within such time), (v) sixty (60) days after the
date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi)
a payment default has occurred with respect to the related Balloon Payment; provided, however, if (A) the related
Mortgagor is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within
thirty (30) days after the payment default, who will be required to promptly deliver a copy to the Special Servicer, the Operating
Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event)), (B) the related
Mortgagor continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to
that Mortgage Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing,
the Directing Certificateholder consents, an Appraisal Reduction Event will not occur until sixty (60) days beyond the related
Maturity Date, unless extended by 


 



     -15-


     


    

 


the Special
Servicer in accordance with the Mortgage Loan documents or this Agreement; and provided, further, if the related
Mortgagor has delivered to the Master Servicer, who will be required to promptly deliver a copy to the Special Servicer, the Operating
Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), on or before
the sixtieth (60th) day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special
Servicer, and the Mortgagor continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred
with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1)
one hundred twenty (120) days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of the refinancing
commitment, and (vii) immediately after such Mortgage Loan or related Companion Loan, as applicable, becomes an REO Loan; provided
that the thirty (30) day period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a Specially
Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when
the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall
notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence
of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event
shall be subject to the provisions of Section 4.05 hereof.


 


“Appraisal Review
Period”: As defined in Section 4.05(b)(ii).


 


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


 


“Appraised Value”:
With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined
by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or AB Whole Loan,
as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant
to the applicable Non-Serviced PSA.


 


“Arbitration
Rules”: As defined in Section 2.03(n)(i).


 


“Arbitration
Services Provider”: As defined in Section 2.03(n)(i).


 


“Arkansas Hotel
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 30, 2016, by and among the
holders of the Arkansas Hotel Portfolio Subordinate Companion Loan and the holder of the Arkansas Hotel Portfolio Mortgage Loan,
relating to the relative rights of such holders of the Arkansas Hotel Portfolio Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Arkansas Hotel
Portfolio Mortgage Loan”: With respect to the Arkansas Hotel Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 36 on the Mortgage Loan Schedule), which is designated as note A and is senior in
right of payment with the related Arkansas Hotel Portfolio Subordinate Companion Loan to the extent set forth in the Arkansas Hotel
Portfolio Intercreditor Agreement.


 






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“Arkansas Hotel
Portfolio Mortgaged Property”: The Mortgaged Property which secures the Arkansas Hotel Portfolio Whole Loan.


 


“Arkansas Hotel
Portfolio Subordinate Companion Loan”: With respect to the Arkansas Hotel Portfolio Whole Loan, the one (1) Companion
Loan, evidenced by one (1) related promissory note (Note B) made by the related Mortgagors and secured by the Mortgage on the Arkansas
Hotel Portfolio Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the Arkansas
Hotel Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Arkansas Hotel
Portfolio Intercreditor Agreement.


 


“Arkansas Hotel
Portfolio Whole Loan”: The Arkansas Hotel Portfolio Mortgage Loan, together with the Arkansas Hotel Portfolio Subordinate
Companion Loan, each of which is secured by the same Mortgage on the Arkansas Hotel Portfolio Mortgaged Property. References herein
to the Arkansas Hotel Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under the Arkansas Hotel Portfolio
Mortgage Loan and the Arkansas Hotel Portfolio Subordinate Companion Loan.


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor asset representations reviewer appointed as herein provided.


 


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 12.02(b).


 


“Asset Representations
Reviewer Cap”: As defined in Section 12.02(b).


 


“Asset Representations
Reviewer Fee”: As defined in Section 12.02(a).


 


“Asset Representations
Reviewer Fee Rate”: As defined in Section 12.02(a).


 


“Asset Representations
Reviewer Termination Event”: As defined in Section 12.05(a).


 


“Asset Review”:
As defined in Section 12.01(b)(iv).


 


“Asset Review
Notice”: As defined in Section 12.01(a).


 


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a),
the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all Certificates.


 


“Asset Review
Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset
Review substantially in the form attached hereto as Exhibit OO.


 






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“Asset Review
Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset
Review Report substantially in the form attached hereto as Exhibit PP.


 


“Asset Review
Standard”: The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


 


“Asset Review
Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of the
aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in
the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior
to and including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance
of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) as of the end
of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans
are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0%
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) as of the end of the applicable Collection Period.


 


“Asset Review
Vote Election”: As defined in Section 12.01(a).


 


“Asset Status
Report”: As defined in Section 3.19(d).


 


“Assignment”
and “Assignments”: Each as defined in Section 2.01(c).


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record
the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable
for recording.


 


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan),
that is delinquent in respect


 



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of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the
Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment
required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest
at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction
in the principal balance thereof occurring in connection with a modification of such Mortgage Loan, in connection with a default
or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding,
for purposes of determining P&I Advances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate
(net of interest at the Servicing Fee Rate).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement) and any REO
Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer
pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or
credited to any portion of the Collection Account that is held for the benefit of the Companion Holders), as of the close of business
on the related Master Servicer Remittance Date, exclusive of (without duplication):


 


(i)          all
Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection
Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;


 


(ii)         all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries,
in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each
Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to
the Mortgage Loans;


 


(iii)         (A)
all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the


 



     -19-


     


    

 


Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C)
any Net Investment Earnings contained therein;


 


(iv)        with
respect to the Actual/360 Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each February
or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution
Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the
month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld
Amounts;


 


(v)         all
Prepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans;


 


(vi)        all
amounts deposited in the Collection Account in error; and


 


(vii)       any
Penalty Charges allocable to the Mortgage Loans;


 


(b)          if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable
to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(c)          the
aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans and the Distribution Date (net of any related Certificate Administrator Fee, Operating Advisor Fee and Asset Representations
Reviewer Fee actually payable with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section
4.03 or Section 7.05;


 


(d)          with
respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date
is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section
3.21(b); and


 


(e)          the
Gain-on-Sale Remittance Amount for such Distribution Date.


 


Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available Funds, the amounts
so invested shall be deemed to remain on deposit in such account.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as
of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity
Date.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of
such Balloon Mortgage Loan.


 






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“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


 


“Base Interest
Fraction”: As defined in Section 4.01(e).


 


“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its nominee.


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated
Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section
6(c) of the related Mortgage Loan Purchase Agreement.


 


“BSPCC”:
Benefit Street Partners CRE Conduit Company, L.P., a Delaware limited partnership, or its successors in interest.


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California, Minnesota, New York,
Kansas, Florida, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of either the Master
Servicer or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located,
or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law
or executive order to remain closed.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder.


 



     -21-


     


    

 


Wells Fargo Bank, National Association will perform its duties as certificate administrator hereunder through its Corporate
Trust Services division.


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00493%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at www.ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date,
an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as
of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination,
a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related Certificate
Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to
Section 5.03(a).


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any
beneficial owner thereof; provided, however, that solely for the purposes of giving any consent, approval,
waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the
Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Borrower Party or any Sub-Servicer (as
applicable) or Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding
the foregoing, any Controlling Class Certificates owned
by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely
with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates


 



     -22-


     


    

 


owned by the Special Servicer or an Affiliate
thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related
Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action
has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or
waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder
or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage Loan; provided, further,
that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master
Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to
any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or
liabilities hereunder; and provided, further, that such restrictions shall not apply to (i) the exercise of the
Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates
as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of
certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special
Servicer, the Trustee, or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each
be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person
in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular
Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates
on an aggregate basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i).


 


“Certification
Parties”: As defined in Section 11.06.


 


“Certification
Party”: Any one of the Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 






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“Citigroup Commercial
Mortgage Securities Trust 2016-C2 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
August 1, 2016, among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer, C-III Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating
advisor and asset representations reviewer, Citibank, N.A., as certificate administrator and Deutsche Bank Trust Company Americas,
as trustee, as from time to time amended, supplemented or modified.


 


“Class”:
With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if
applicable, numerical) Class designation, each designated Lower-Tier Regular Interest.


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.4615%.


 


“Class A-2 Certificate”:
A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.4347%.


 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.5229%.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.6265 %.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






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“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.8704%.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-10 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.1440%.


 


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.7765%.


 


“Class A-SB
Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.


 


“Class B Certificate”:
A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-11 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.3967% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class C Certificate”:
A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-12 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date less 0.7500%.


 


“Class D Certificate”:
A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-13 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date less 0.7500%.


 


“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-14 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






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“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-15 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class LA1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA3 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA4 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA5 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LAS Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LASB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LB Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original


 



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Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LC Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LD Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LE Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LF Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LNR Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LR Interest”:
The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.


 


“Class NR Certificate”:
A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-16 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class NR Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-17 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class UR Interest”:
The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.


 


“Class X Certificates”:
The Class X-A, Class X-B and Class X-C Certificates, as the context may require.


 






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“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.


 


“Class X-A Pass-Through
Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class A Certificates for such Distribution Date, weighted on the basis of their respective Certificate
Balances immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial
Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-B Notional
Amount”: As of any date of determination, the Certificate Balance of the Class B Certificates.


 


“Class X-B Pass-Through
Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through
Rate of the Class B Certificates for the related Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-C Certificate”:
A Certificate designated as “Class X-C” on the face thereof, in the form of Exhibit A-9 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-C Notional
Amount”: As of any date of determination, the aggregate Certificate Balance of the Class C and Class D Certificates.


 


“Class X-C Pass-Through
Rate”: The Pass-Through Rate for Class X-C Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates of the Class C and Class D Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-C Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Clearing Agency”:
An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing
Agency shall be DTC.


 


“Clearstream”:
Clearstream Banking, société anonyme or any successor thereto.


 






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“Closing Date”:
September 30, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department
of the Treasury issued pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included
therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the
most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected
or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender
as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the
Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged
Property or Mortgaged Properties (provided, that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause
(y) will be taken into account solely to the extent relevant information is received by the Master Servicer), plus (z) any other
escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect
of such AB Modified Loan as of the date of such determination. The Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Collateral
Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through
Certificates, Series 2016-JP3, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to
the related Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable,
to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described
in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related
Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset
of the Trust or any Trust REMIC formed hereunder.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a
Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in
the month in


 



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which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection
Period is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such
Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 





“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of
the Companion Loans, relating to the JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates,
Series 2016-JP3”. The Companion Distribution Account shall not be an asset of the Trust or any Trust REMIC, but instead shall
be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding
the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may
be the subaccount referenced in the second paragraph of Section 3.04(b).


 


“Companion Holders”:
Each of the holders of record of any Companion Loan.


 


“Companion Loan(s)”:
As defined in the Preliminary Statement.


 


“Companion Paying
Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent
appointed pursuant to Section 3.27.


 


“Companion Register”:
The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment
on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the
Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu
Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate of 0.00250%
per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect
to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan)
subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master
Servicer for such Collection Period received by the Master Servicer during such Collection 


 



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Period with respect to the Mortgage
Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights
of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment
Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to
deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal
Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents
or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances
where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the
request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred and is continuing,
and only with respect to the Mortgage Loans other than an Excluded Loan, the Directing Certificateholder or (Z) in connection with
the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for
the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount
of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection
with such Prohibited Prepayments.


 


For the avoidance of
doubt, Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan
and related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class E Certificates is the majority
Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling
Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to
Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation of clause
(ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class E certificates that has
not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided that
prior to the applicable Servicing Shift Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific
Directing Certificateholder related to the related Servicing Shift Whole Loan and the term “Consultation Termination Event”
shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided,
further, that a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances
of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With respect
to any Excluded Loan, a Consultation Termination Event shall be deemed to exist with respect to such Excluded Loan at all times.


 


“Control Eligible
Certificates”: Any of the Class E, Class F and Class NR Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application
of any Cumulative Appraisal Reduction


 



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Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class
E Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise
any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling
Class Certificateholder pursuant to Section 3.23(l); provided that prior to the applicable Servicing Shift Securitization
Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to the related
Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific Directing
Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Control Termination Event
shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other
than the Control Eligible Certificates have been reduced to zero. With respect to any Excluded Loan, a Control Termination Event
shall be deemed to exist with respect to such Excluded Loan at all times.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class will
be the most subordinate class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero
without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR
Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to rely on any such list so provided.


 


“Controlling
Companion Loan”: With respect to any Servicing Shift Whole Loan, the related Companion Loan which, in accordance with
the Intercreditor Agreement, will be the “Controlling Note” or similarly defined term as identified in the related
Intercreditor Agreement. As of the Closing Date, the 100 East Wisconsin Avenue Pari Passu Note A-2 shall be a Controlling Companion
Loan related to the Trust.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0113; and (ii) with


 



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respect to the Trustee and Certificate Administrator, at 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), JPMCC Commercial Mortgage Securities
Trust 2016-JP3, telecopy number (410) 715-2380.


 


“Corrected Loan”:
Any Specially Serviced Loan (A) that (a) with respect to the circumstances described in clauses (i), (ii) and (iii) of the definition
of Servicing Transfer Event, the related Mortgagor thereunder has brought such Mortgage Loan or Companion Loan current and thereafter
made three (3) consecutive full and timely Periodic Payments, including pursuant to any workout of such Mortgage Loan or Serviced
Companion Loan, when (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii), (ix) and (x) of the definition
of Servicing Transfer Event, such circumstances cease to exist in the good faith judgment of the Special Servicer, or when (c)
with respect to the circumstances described in clause (viii) of the definition of Servicing Transfer Event, such default is cured
(as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer, and (B) (provided
that at that time no other Servicing Transfer Event exists that would cause such Mortgage Loan or Companion Loan to continue to
be characterized as a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Appraisal Reduction Amount Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Appraisal Reduction Amount Template” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the
form of and containing the information called for therein, or such other form for the presentation of such information as may be
approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially
in the form of and containing the information called for therein, or such other form for the presentation of such information as
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 






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“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Delinquent Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template”
available and effective from time to time on the CREFC® Website.


 


“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report” format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved
from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of
an REO Loan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the
avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer
from the Lower-Tier REMIC.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.00050%
per annum.


 






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“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time
to time on the CREFC® Website.


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update
File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan File) and nine surveillance
reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®
REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI
Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have
a Companion Loan, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package
shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package
shall include the following nine templates: (1) CREFC® Appraisal Reduction Amount Template, (2) CREFC®
Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan
Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall
be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such
information and containing such additional information or reports as may from time to time be approved by the CREFC®
for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by
the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by the Master
Servicer (if other than the Special Servicer or an Affiliate thereof).


 


“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing
Date, relating to the use of the CREFC® trademarks and trade names.


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 






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“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Loan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Modification Report” available and effective from time to time on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Property File”: The data file in the “CREFC® Property File” format substantially in the form
of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as


 



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may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Liquidation Report” available and effective from time to time on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to time
be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to
the Master Servicer.


 


“CREFC®
Website”: The CREFC® Website located at “www.crefc.org” or such other primary website as the
CREFC® may establish for dissemination of its report forms.


 


“Crocker Park
Phase One & Two Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 25, 2016, by and among
the holders of the Crocker Park Phase One & Two Pari Passu Companion Loan and the holder of the Crocker Park Phase One &
Two Mortgage Loan, relating to the relative rights of such holders of the Crocker Park Phase


 



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One & Two Whole Loan, as the same
may be further amended in accordance with the terms thereof.


 


“Crocker Park
Phase One & Two Mortgage Loan”: With respect to the Crocker Park Phase One & Two Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is designated as note A-3
and is pari passu in right of payment with the related Crocker Park Phase One & Two Pari Passu Companion Loan to the
extent set forth in the Crocker Park Phase One & Two Intercreditor Agreement.


 


“Crocker Park
Phase One & Two Mortgaged Property”: The Mortgaged Property which secures the Crocker Park Phase One & Two Whole
Loan.


 


“Crocker Park
Phase One & Two Pari Passu Companion Loan”: With respect to the Crocker Park Phase One & Two Whole Loan, the
three (3) Companion Loans, each evidenced by one (1) related promissory note (Note A-1, Note A-2 and Note A-4) made by the related
Mortgagors and secured by the Mortgage on the Crocker Park Phase One & Two Mortgaged Property, which is not included in the
Trust and which is pari passu in right of payment to the Crocker Park Phase One & Two Mortgage Loan to the extent set
forth in the related Mortgage Loan documents and as provided in the Crocker Park Phase One & Two Intercreditor Agreement.


 


“Crocker Park
Phase One & Two Whole Loan”: The Crocker Park Phase One & Two Mortgage Loan, together with the Crocker Park Phase
One & Two Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Crocker Park Phase One & Two
Mortgaged Property. References herein to the Crocker Park Phase One & Two Whole Loan shall be construed to refer to the aggregate
indebtedness under the Crocker Park Phase One & Two Mortgage Loan and the Crocker Park Phase One & Two Pari Passu Companion
Loan.


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the underlying
group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual Mortgage Loans
that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted Mortgage Loans.
For the avoidance of doubt, there is no Crossed Mortgage Loan Group in the Trust Fund.


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there is no Crossed
Underlying Loan in the Trust Fund.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed


 



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Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the
affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such
Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related
Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel
that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC
Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized
and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears
from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while
the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust)
and (v) (other than with respect to any Excluded Loan) unless a Control Termination Event has occurred and is continuing, the Directing
Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Special
Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s calculation or
determination of any Cumulative Appraisal Reduction Amount.


 


“Custodial Exception
Report”: As defined in Section 2.02(b).


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, either of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties
as Custodian hereunder through its Document Custody division.


 






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“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in September 2016, or with respect to any Mortgage
Loan that has its first Due Date in October 2016, the date that would have otherwise been the related Due Date in September 2016.


 


“Cut-off Date
Balance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan, as of the Cut-off
Date, after application of all payments of principal due on or before such date, whether or not received.


 


“DBJPM 2016-SFC
Mortgage Trust Trust and Servicing Agreement”: The trust and servicing agreement, dated as of August 1, 2016, among Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as servicer, Pacific Life Insurance
Company, as special servicer, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as certificate
administrator, paying agent and custodian, as from time to time amended, supplemented or modified.


 


“DBJPM Commercial
Mortgage Securities Trust 2016-C3 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
August 1, 2016, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special
servicer, Wells Fargo Bank, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset
representations reviewer, as from time to time amended, supplemented or modified.


 


“DBRS”:
DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS” shall be
deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement
for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such
period to (ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such
period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus as paying interest only
for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related
Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining
amortization term indicated in the Mortgage Loan Schedule).


 


“Default Interest”:
With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan during
such Collection


 



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Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive of late payment
charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan
or Companion Loan outstanding from time to time.


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of
a Balloon Payment, such period shall be sixty (60) days if the related Mortgagor has provided the Master Servicer or the Special
Servicer with a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage
Loan from an acceptable lender reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such
commitment shall promptly forward a copy of such commitment or application to the Master Servicer or the Special Servicer, as applicable,
if it is not evident that a copy has been delivered to such other party); and, in either case, such delinquency is to be determined
without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the
related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt,
a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.18(j).


 


“Defect”:
As defined in Section 2.02(f).


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered
public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf
of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder.


 


“Deficient Valuation”:
With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan or Serviced Whole Loan which
valuation results from a proceeding initiated under the Bankruptcy Code.


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates
and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 






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“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof, (b)
set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate, the interest
of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository
or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount,
as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


“Depositor”:
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, or its successor in interest.


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day.


 


“Diligence File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic format:


 


(a)          A
copy of each of the following documents:


 


(i)         the
Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)        the
Mortgage, together with a copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated
thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)       any
related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence
of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable mortgage
loan seller);


 






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(iv)        all
modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or
provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(v)          the
policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such
policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has
been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(vi)        any
UCC Financing Statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(vii)       any
Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan, and any related mezzanine intercreditor agreement;


 


(viii)      any
loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;


 


(ix)         any
ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;


 


(x)          any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xi)        any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary of such
comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may be;


 


(xii)        any
lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)       a
copy of all related environmental reports; and


 


(xiv)       a
copy of all related environmental insurance policies;


 


(b)          a
copy of any engineering reports or property condition reports;


 


(c)          other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent
roll;


 






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(d)          for
any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


 


(e)          a
copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel
that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the
closing of the related Mortgage Loan;


 


(f)           a
copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies
(to the extent not previously included as part of this definition), if any, delivered in connection with the closing of the related
Mortgage Loan;


 


(g)          a
copy of the appraisal for the related Mortgaged Property(ies);


 


(h)          for
any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease;


 


(i)           a
copy of the applicable Mortgage Loan Seller’s asset summary;


 


(j)           a
copy of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)          a
copy of all zoning reports;


 


(l)           a
copy of financial statements of the related Mortgagor;


 


(m)         a
copy of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of the origination settlement statement;


 


(r)           a
copy of the Insurance Consultant Report;


 


(s)          a
copy of organizational documents of the related Mortgagor and any guarantor;


 


(t)           a
copy of escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not covered by the
origination settlement statement;


 






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(u)          a
copy of any closure letter (environmental), if not covered by the environmental reports; and


 


(v)          a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties, if not covered by the
environmental reports;


 


in each case, to the
extent that the originator received such documents or information in connection with the origination of such Mortgage Loan. In
the event any of the items identified above were not included in connection with the origination of such Mortgage Loan (other than
documents that would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable
to the origination of a Mortgage Loan of that structure or type), the Diligence File shall include a statement to that effect;
provided that no information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents
or privileged or internal communications shall constitute part of the Diligence File. It is not required to include any of the
same items identified above again if such items have already been included under another clause of the Diligence File, and the
Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include
such other documents or information as part of the Diligence File that such Mortgage Loan Seller believes should be included to
enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents
or information are clearly labeled and identified.


 


“Diligence File
Certification”: As defined in Section 2.01(h).


 


“Directing Certificateholder”:
(A) With respect to any Servicing Shift Whole Loan, the Directing Certificateholder shall be the related Loan-Specific Directing
Certificateholder, and (B) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage Loan), the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class
Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however,
that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from
a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer
designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case of this
clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then
there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence
and during the continuance of a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and during the continuance of a Consultation Termination Event,
there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial
Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on
the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be
entitled to assume that the identity of the Directing Certificateholder has not


 



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changed until such parties receive written notice
of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the
resignation of the then-current Directing Certificateholder. The initial Directing Certificateholder shall be Torchlight Investors,
LLC.


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated
solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to
such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such
Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage
Loan (other than any Non-Serviced Mortgage Loan), the management or disposition of any REO Property, and the performance by the
Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted
Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11
of this Agreement.


 


“Disclosure
Parties”: As defined in Section 3.13(f).


 


“Discount Rate”:
As defined in Section 4.01(e).


 


“Dispute Resolution
Consultation”: As defined in Section 2.03(l)(iii).


 


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(l)(i).


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a
Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person
that has delivered to both the transferor and the Certificate


 



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Administrator an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as
defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class
of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account (and
in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in October 2016. The initial
Distribution Date shall be October 17, 2016.


 


“Distribution
Date Statement”: As defined in Section 4.02(a).


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under
Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation
AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties
appear on the Do Not Hire List.


 


“DSCR/DY
Trigger”: for purposes of determining the existence of a Major Decision or Master Servicer Decision in connection
with the approval of a change to the property


 



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management company at a Mortgaged Property (A) with respect to the debt service coverage ratio for such Mortgaged
Property, if the most recent debt service coverage ratio for the related Mortgaged Property has decreased more than 10% from the
debt service coverage ratio calculated 12 months prior to date on which the most recent debt service coverage ratio was determined
and (B) with respect to the debt yield for such Mortgaged Property, if the most recent debt yield for the related Mortgaged Property
has decreased more than 10% from the debt yield calculated 12 months prior to date on which the most recent debt yield was determined.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


“Due Date”:
With respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date, the day of the month
set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (ii) any Mortgage Loan
or Companion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage Note
on which each Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due, and
(iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the related Mortgage
Loan or Companion Loan, as applicable, had been scheduled to be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of which
are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if
the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations of
which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with PNC Bank, National Association
so long as PNC Bank, National Association’s long-term unsecured debt or deposit account rating shall be at least “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
from Moody’s and “F2” from Fitch (if the deposits are to be held in the account for thirty (30) days or less);
(iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the
applicable clause, would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) – (ii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation


 



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of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term
unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty
(30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that
any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar
to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by the Rating Agencies and that has not been a special servicer, operating advisor or asset representations
reviewer on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of,
one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer,
operating advisor or asset representations reviewer as the sole or material factor in such rating action, (b) can and will make
the representations and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Mortgage Loan
Seller, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has neither performed (and is not affiliated with any party hired to perform) any due
diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related
Companion Loan prior to the Closing Date for or on behalf of any Mortgage Loan Seller, any Underwriter, any party to this Agreement
or the Directing Certificateholder or any of their respective Affiliates, nor been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or
otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating
Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor
on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more
classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole
or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor
set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated with) the Depositor, the Trustee,
the Certificate Administrator, the Master Servicer, the Special


 



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Servicer, a Mortgage Loan Seller, the Directing Certificateholder,
a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of
a Companion Loan, or any of their respective affiliates; (d) that has not been paid by any Special Servicer or successor Special
Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or
recommendation for replacement of a successor Special Servicer to become the Special Servicer; and (e) that (x) has been regularly
engaged in the business of analyzing and advising clients in CMBS matters and has at least five (5) years of experience in collateral
analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset management and
experience in the workout and management of distressed commercial real estate assets.


 


“Embassy Suites
Lake Buena Vista Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 29, 2016, by and among
the holders of the Embassy Suites Lake Buena Vista Pari Passu Companion Loan and the holder of the Embassy Suites Lake Buena Vista
Mortgage Loan, relating to the relative rights of such holders of the Embassy Suites Lake Buena Vista Whole Loan, as the same may
be further amended in accordance with the terms thereof.


 


“Embassy Suites
Lake Buena Vista Mortgage Loan”: With respect to the Embassy Suites Lake Buena Vista Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 28 on the Mortgage Loan Schedule), which is designated as note A-1-A
and is pari passu in right of payment with the related Embassy Suites Lake Buena Vista Pari Passu Companion Loan to the
extent set forth in the Embassy Suites Lake Buena Vista Intercreditor Agreement.


 


“Embassy Suites
Lake Buena Vista Mortgaged Property”: The Mortgaged Property which secures the Embassy Suites Lake Buena Vista Whole
Loan.


 


“Embassy Suites
Lake Buena Vista Pari Passu Companion Loan”: With respect to the Embassy Suites Lake Buena Vista Whole Loan, the two
(2) Companion Loans, each evidenced by one (1) related promissory note (Note A-1-B and Note A-2) made by the related Mortgagors
and secured by the Mortgage on the Embassy Suites Lake Buena Vista Mortgaged Property, which is not included in the Trust and which
is pari passu in right of payment to the Embassy Suites Lake Buena Vista Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the Embassy Suites Lake Buena Vista Intercreditor Agreement.


 


“Embassy Suites
Lake Buena Vista Whole Loan”: The Embassy Suites Lake Buena Vista Mortgage Loan, together with the Embassy Suites Lake
Buena Vista Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Embassy Suites Lake Buena Vista Mortgaged
Property. References herein to the Embassy Suites Lake Buena Vista Whole Loan shall be construed to refer to the aggregate indebtedness
under the Embassy Suites Lake Buena Vista Mortgage Loan and the Embassy Suites Lake Buena Vista Pari Passu Companion Loan.


 


“Enforcing Party”:
The person obligated to enforce the rights of the Trust against the related Mortgage Loan Seller with respect to the Repurchase
Request.


 






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“Enforcing Servicer”:
(a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially Serviced Loan, (i)
in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder,
the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person other than the Special Servicer, the Directing
Certificateholder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such Non-Specially Serviced
Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan, the Special
Servicer.


 


“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited Transaction
Exemption 2013-08 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by
a Plan. As of the Closing Date, each of the Class E, Class F and Class NR Certificates is an ERISA Restricted Certificate.


 


“Escrow Payment”:
Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged
Property, including amounts for deposit to any reserve account.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
prior eighteen (18) months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously
been deducted from a Workout Fee or Liquidation Fee.


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all


 



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 unpaid or unreimbursed additional
expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or
reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master
Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior eighteen (18) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.00%
of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of
the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment)
with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made
on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicer’s
Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable
to the Non-Serviced Mortgage Loans to the extent received from the related Non-Serviced Master Servicer.


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling
Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered
in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder
and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded
Loan and an Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate
Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to
restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent
provided in this Agreement. As of the Closing Date, there is no Excluded Controlling Class Holder related to the Trust.


 






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“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing Date, there are no Excluded Controlling
Class Loans related to the Trust.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value
determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information with
respect to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level.
For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall
deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator
in accordance with Section 3.33(a) hereof. For the avoidance of doubt, the Certificate Administrator’s obligation
to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.33(a) hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class
Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party with respect to such Excluded Special Servicer Loan and satisfies all of the eligibility requirements applicable to the Special
Servicer set forth in Section 7.01(g)(i). As of the Closing Date, there is no Excluded Special Servicer related to the Trust.


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded
Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section
3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable
Excluded Special Servicer supporting any determination that any Advance was (or, if made,


 



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would be) a Nonrecoverable Advance, or
such other information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer,
the Master Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Special
Servicer Loan(s) that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer
Information”.


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the
Special Servicer has obtained knowledge that it has become a Borrower Party. As of the Closing Date, there are no Excluded Special
Servicer Loans related to the Trust.


 


“Extended Cure
Period”: As defined in Section 2.03(b).


 


“Fannie Mae”:
Federal National Mortgage Association or any successor thereto.


 


“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder or the AB Whole Loan Controlling
Holder which does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing
Certificateholder or the AB Whole Loan Controlling Holder with respect to such Specially Serviced Loan; provided that, with
respect to any Mortgage Loan other than an Excluded Loan, so long as a Control Termination Event has not occurred and is not continuing,
no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder or the AB Whole
Loan Controlling Holder, as applicable, has either finally approved of and consented to the actions proposed to be taken in connection
therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19, or has been deemed to have
approved or consented to such action or the Asset Status Report is otherwise in the process of being implemented by the Special
Servicer in accordance with this Agreement. The Operating Advisor is only required to review Final Asset Status Reports delivered
to it by the Special Servicer; provided that the Operating Advisor shall request delivery of a Final Asset Status Report
to the extent it has actual knowledge of such Final Asset Status Report.


 


“Final Dispute
Resolution Election Notice”: As defined in Section 2.03(l)(iii).


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan), Corrected Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section
6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person


 



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pursuant to Section 3.16(b),
any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, Special Servicer, the
Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been
a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that,
in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage
Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
shall have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) to review and approve each such recovery determination by the Special Servicer; provided, however, that if
the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business Days (or, if
the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt of the initial recovery
determination, such consent shall be deemed given.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Form 8-K Disclosure
Information”: As defined in Section 11.07.


 


“Form 15 Suspension
Notification”: As defined in Section 11.08.


 





“Freddie Mac”:
Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Gain-on-Sale
Entitlement Amount”: For each Distribution Date, the aggregate amount of (i) the sum of (a) the aggregate portion of
the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as of the close of business on
the Distribution Date, and (b) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually
be distributed on the Distribution Date in respect of such Principal Distribution Amount, and (ii) any Realized Losses outstanding
immediately after such Distribution Date, to the extent such amounts would occur on such Distribution Date or would be outstanding
immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of
the definition of Available Funds.


 






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“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received.


 


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account
on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMCC Commercial Mortgage Securities
Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Gain-on-Sale Reserve Account.”. Any such
account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition
of late payment charges and/or default interest.


 


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified
pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


“Hillside Industrial
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 7, 2016, by and among the holders of
the Hillside Industrial Pari Passu Companion Loan and the holder of the Hillside Industrial Mortgage Loan, relating to the relative
rights of such holders of the Hillside Industrial Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Hillside Industrial
Mortgage Loan”: With respect to the Hillside Industrial Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 22 on the Mortgage Loan Schedule), which is designated as note A-1 and is pari passu in right of payment
with the related Hillside Industrial Pari Passu Companion Loan to the extent set forth in the Hillside Industrial Intercreditor
Agreement.


 






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“Hillside Industrial
Mortgaged Property”: The Mortgaged Property which secures the Hillside Industrial Whole Loan.


 


“Hillside Industrial
Pari Passu Companion Loan”: With respect to the Hillside Industrial Whole Loan, the one (1) Companion Loan, evidenced
by one (1) related promissory note (Note A-2) made by the related Mortgagors and secured by the Mortgage on the Hillside Industrial
Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Hillside Industrial
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Hillside Industrial Intercreditor
Agreement.


 


“Hillside Industrial
Whole Loan”: The Hillside Industrial Mortgage Loan, together with the Hillside Industrial Pari Passu Companion Loan,
each of which is secured by the same Mortgage on the Hillside Industrial Mortgaged Property. References herein to the Hillside
Industrial Whole Loan shall be construed to refer to the aggregate indebtedness under the Hillside Industrial Mortgage Loan and
the Hillside Industrial Pari Passu Companion Loan.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage
Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any material
direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director
or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the
Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate
thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance
of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect
to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section


 



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shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the
Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or
derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the Special
Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of
Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including
the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor
and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the
Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


“Initial Cure
Period”: As defined in Section 2.03(b).


 


“Initial Purchaser”:
J.P. Morgan Securities LLC.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Certificateholder Repurchase Request
as described in Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than
one Initial Requesting Certificateholder with respect to any Mortgage Loan.


 


“Initial Sub-Servicer”:
With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date,
the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an
Initial Sub-Servicer.


 


“Initial Sub-Servicing
Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs
(1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within such
paragraphs.


 


“Insurance and
Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in


 



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accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in
the related Intercreditor Agreement) and the REMIC Provisions.


 


“Insurance Consultant
Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller
or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all Insurance Policies
covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and
the amount of coverage and any applicable deductible.


 


“Insurance Policy”:
With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


“Intercreditor
Agreement”: Each of the 9 West 57th Street Intercreditor Agreement, the 693 Fifth Avenue Intercreditor Agreement, the
Opry Mills Intercreditor Agreement, the Westfield San Francisco Centre Intercreditor Agreement, the 1 Kaiser Plaza Intercreditor
Agreement, the Salesforce Tower Intercreditor Agreement, the Crocker Park Phase One & Two Intercreditor Agreement, the National
Business Park Intercreditor Agreement, the 100 East Wisconsin Avenue Intercreditor Agreement, the Hillside Industrial Intercreditor
Agreement, the Embassy Suites Lake Buena Vista Intercreditor Agreement, the West LA Office – 1950 Sawtelle Boulevard Intercreditor
Agreement, the Arkansas Hotel Portfolio Intercreditor Agreement and any intercreditor agreement entered into in connection with
the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine
indebtedness permitted under the related Mortgage Loan documents.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, is equal to interest for the related
Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or Notional
Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual
Period will be made on 30/360 basis.


 


“Interest Accrual
Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest Distribution
Amount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to (A) the sum
of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest
Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Excess Prepayment Interest
Shortfall allocated to such Class of Certificates on such Distribution Date.


 


For purposes of clause
(B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Regular
Certificates in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction,
the numerator of which is the Interest Accrual Amount for such Class for such


 



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Distribution Date and the denominator of which is
the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution Date.


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMCC Commercial
Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted
by applicable law, (i) other than in the case of Class X Certificates, one month’s interest on that amount remaining unpaid
at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of the Class X Certificates,
one-month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any sponsor,
any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or
any Independent Contractor engaged by such Special Servicer), or the trustee for the securitization of a Companion Loan, and each
related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such party
described above.


 


“Intralinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage
Loan Sellers to accept and upload the Diligence Files.


 


“Investment
Account”: As defined in Section 3.06(a).


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder (to the extent such Person is not a Certificateholder), a Certificate Owner, a prospective purchaser
of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing),


 



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(ii) that either (a) such Person
is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person
is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the reports and
information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded
Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) that
such Person has received a copy of the final Prospectus (except in the case of a certification by a Companion Holder) and (iv)
such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however,
that any Excluded Controlling Class Holder (i) shall be permitted to reasonably request and obtain in accordance with Section
4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such
Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded
Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information)
from the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all
other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class
Loan.


 


“Investor Q&A
Forum”: As defined in Section 4.07(a).


 


“Investor Registry”:
As defined in Section 4.07(b).


 


“JPMCC Commercial
Mortgage Securities Trust 2016-NINE Trust and Servicing Agreement”: The trust and servicing agreement, dated as of September
26, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as
servicer, Wells Fargo Bank, National Association, as special servicer, Wilmington Trust, National Association, as trustee and Wells
Fargo Bank, National Association, as certificate administrator, as from time to time amended, supplemented or modified.


 


“JPMCC Commercial
Mortgage Securities Trust 2016-JP2 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
July 1, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, as from time to time amended, supplemented or modified.


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 






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“Late Collections”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination
Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without
regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination
Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding
Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.
With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to
the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage
Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related
Mortgage Loan (including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which
a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full,
partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of
the related costs and expenses associated with the related


 



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liquidation) related to such liquidated Specially Serviced Loan or REO
Property, as the case may be, and (B) with respect to each Mortgage Loan and each Serviced Companion Loan (with respect to any
Serviced Companion Loan, only to the extent that (i) the Special Servicer is enforcing the related mortgage loan seller’s
obligations under the applicable mortgage loan purchase agreement with respect to such Serviced Companion Loan and (ii) the related
Liquidation Fee is not otherwise required to be paid to the special servicer engaged with respect to such Serviced Companion Loan
securitization trust or otherwise prohibited from being paid to the Special Servicer (in each case, under the related Other Pooling
and Servicing Agreement)) as to which the Special Servicer obtains any payment or Loss of Value Payment from the applicable mortgage
loan seller in connection with the repurchase of such Mortgage Loan and Serviced Companion Loan in accordance with Section 2.03(l),
equal to the product of the Liquidation Fee Rate and the related payment or Loss of Value Payment (exclusive of default interest);
provided, however, that any such fee payable with respect to the Serviced Companion Loan shall be payable solely
from proceeds on such Serviced Companion Loan; provided, however, that no Liquidation Fee shall be payable with respect
to (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser
is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination
Event, if the Directing Certificateholder or an Affiliate thereof, purchases any Specially Serviced Loan within ninety (90) days
after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect
to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase
by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) and (vii) of the definition of “Liquidation
Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment
occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v) and (vi) of the definition
of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days following the date that the first purchase option trigger occurs resulting
in such purchase option holder’s purchase option becoming exercisable during that period prior to such Mortgage Loan becoming
a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase
of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective
or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof)
provided for such repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein
or (y) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant
to a clean-up call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes
a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition
of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity
Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that
a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer
may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not
prohibited by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan
will be reduced by the amount of any Excess Modification Fees paid by or on


 



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behalf of the related Mortgagor with respect to the
related Mortgage Loan and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation
within the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the
applicable Mortgage Loan Seller makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and
giving effect to an extension period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (i) 1.00% with respect to any Specially Serviced Loan and REO Property; provided
that if such rate would result in an aggregate Liquidation Fee of less than $25,000, then the Liquidation Fee Rate will be equal
to such higher rate as would result in an aggregate Liquidation Fee equal to $25,000 and (ii) such lower rate that would result
in a Liquidation Fee of $1,000,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan
Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the
purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine
lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with
such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds”
from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage
Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation
Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of
the related Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific
Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling
Companion Loan as set forth in Exhibit S. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific
Directing


 



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Certificateholder under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date,
JPMorgan Chase Bank, N.A. is expected to be the Loan-Specific Directing Certificateholder with respect to the 100 East Wisconsin
Avenue Whole Loan.


 


“Loss of Value
Payment”: As defined in Section 2.03(b) of this Agreement.


 


“Loss of Value
Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of any Trust REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(c).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class
of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant
to Section 1.02(iii)), and as set forth in Section 4.01(c)).


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced
Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts
as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion
of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account,
and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC, except for the Loss of Value Reserve
Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


“LTV Ratio”:
With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which
is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments


 



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on such Mortgage
Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
As defined in Section 6.08(a).


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors
in interest and assigns, or any successor appointed as allowed herein.


 


“Master Servicer
Decision”: As defined in Section 3.18(m).


 


“Master Servicer
Proposed Course of Action”: As defined in Section 2.03(l).


 


“Master Servicer
Remittance Date”: The Business Day immediately preceding each Distribution Date.


 


“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a
defective Mortgage Loan to be treated as a qualified mortgage.


 


“Material Document
Defect”: With respect to any Mortgage Loan, any Document Defect that materially and adversely affects the value of such
Mortgage Loan or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but not limited
to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates or on the value
of those Certificates.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


“Mediation Rules”:
As defined in Section 2.03(m)(i).


 


“Mediation Services
Provider”: As defined in Section 2.03(m)(i).


 


“Merger Notice”:
As defined in Section 6.03(b).


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loans, any
and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any


 



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term of
the Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the
Master Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees,
defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence,
“Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following
documents:


 


(i)           the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay to the
order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of JPMCC Commercial Mortgage
Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, without recourse, representation or
warranty” or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original
Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together
with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)          the
original or a certified copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage,
in each case with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(iii)         an
original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank, and
except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable
recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to
“Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of JPMCC Commercial Mortgage
Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3” or in blank and, in the case of
any Serviced Whole Loan, in its capacity as “Lead


 



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Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


(iv)         the
original or a copy of any related assignment of leases and of any intervening assignments (if such item is a document separate
from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)         an
original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 


(vi)        the
original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned
pursuant to items (iii) or (v) above;


 


(vii)       originals
or copies of all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which
the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(viii)      the
original or a copy of the policy or certificate of lender’s title insurance issued on the date of the origination of such
Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version
of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant
to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(ix)         any
filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation
statements in the possession of the applicable Mortgage Loan Seller;


 


(x)          an
original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan
Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of that assignment,
a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 


(xi)         the
original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement
relating to a Serviced Whole Loan;


 






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(xii)        the
original or copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan
or a Serviced Whole Loan;


 


(xiii)       the
original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or guaranty
relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiv)       the
original or a copy of any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xv)        the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced
Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the
Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust,
as the case may be;


 


(xvi)       the
original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xvii)      the
original or a copy of any related mezzanine intercreditor agreement;


 


(xviii)     the
original or a copy of all related environmental insurance policies; and


 


(xix)       a
list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the
Closing Date (the “Mortgage Loan Checklist”);


 


provided, however, that (a)
whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed
to include such documents and instruments required to be included therein unless they are actually received by the Custodian, (b)
if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to
in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c)
to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File”
shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any
Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate
assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder(s)


 



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in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust
as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall
be construed to be so undertaken by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder
of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage
Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies
of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with
respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any
assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii), (ix)
and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need
only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) in connection
with any (A) Non-Serviced Mortgage Loan, any and all document delivery requirements as regards the related Mortgage File (or any
portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in
compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related Non-Serviced
PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA) and (B) Servicing Shift Mortgage Loan,
the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date
and such documents (other than the documents described in clause (i) above) shall be transferred to the custodian pursuant to Section
2.01(i).


 


“Mortgage Loan”:
Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that
for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage Loan
Checklist”: A list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the related
Mortgage File as of the Closing Date.


 


“Mortgage Loan
Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer of
all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan so transferred:


 






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(i)           the
loan identification number (as specified in Annex A-1 to the Prospectus);


 


(ii)          the
Mortgagor’s name;


 


(iii)         the
street address (including city, state, county and zip code) and name of the related Mortgaged Property;


 


(iv)         the
Mortgage Rate in effect at origination;


 


(v)          the
Net Mortgage Rate in effect at the Cut-off Date;


 


(vi)         the
original principal balance;


 


(vii)        the
Cut-off Date Balance;


 


(viii)       the
(a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;


 


(ix)         the
original and remaining amortization terms;


 


(x)          the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(xi)         the
applicable Servicing Fee Rate;


 


(xii)        whether
the Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Loan;


 


(xiii)       whether
such Mortgage Loan is secured by the related Mortgagor’s interest in a ground lease;


 


(xiv)       identifying
any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;


 


(xv)        the
originator of the related Mortgage Loan and the Mortgage Loan Seller;


 


(xvi)       whether
the related Mortgage Loan has a guarantor;


 


(xvii)      whether
the related Mortgage Loan is secured by a letter of credit;


 


(xviii)     amount
of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)       number
of grace days;


 


(xx)        whether
a cash management agreement or lock-box agreement is in place;


 






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(xxi)       the
general property type of the related Mortgaged Property;


 


(xxii)      whether
the related Mortgage Loan permits defeasance;


 


(xxiii)     the
interest accrual period;


 


(xxiv)     [reserved];
and


 


(xxv)      the
number of units, rooms, beds, pads or square feet with respect to each Mortgaged Property.


 


Such Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans. Such
list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage Loan
Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association organized under the laws
of the United States, or its successor in interest; (ii) Benefit Street Partners CRE Finance LLC, a Delaware limited liability
company and (iii) Starwood Mortgage Funding VI LLC, a Delaware limited liability company. For the avoidance of doubt, any reference
herein to the “Mortgage Loan Seller” as it relates to Benefit Street Partners CRE Finance LLC in connection with any
obligations thereof shall also be a reference to BSPCC to the extent that BSPCC has, in accordance with the related Mortgage Loan
Purchase Agreement, agreed to cause Benefit Street Partners CRE Finance LLC to take any actions thereunder or, to the extent assigned
to the Trustee, BSPCC otherwise has obligations under the related Mortgage Loan Purchase Agreement. For the avoidance of doubt,
any reference herein to the “Mortgage Loan Seller” as it relates to Starwood Mortgage Funding VI LLC in connection
with any obligations thereof shall also be a reference to Starwood to the extent that Starwood has, in accordance with the related
Mortgage Loan Purchase Agreement, agreed to cause Starwood Mortgage Funding VI LLC to take any actions thereunder or, to the extent
assigned to the Trustee, Starwood otherwise has obligations under the related Mortgage Loan Purchase Agreement.


 


“Mortgage Note”:
The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may
be, together with any rider, addendum or amendment thereto.


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari Passu Companion Loan
on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan or related Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and
applicable law; or (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan after its Maturity Date, the annual rate
described in clause (i) above determined without regard to the passage of such Maturity Date.


 


“Mortgaged Property”:
The real property subject to the lien of a Mortgage.


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the


 



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obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually
and collectively, as the context may require.


 


“MSBAM 2016-C30
Trust Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of September 1, 2016, among Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee,
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as from time to time amended,
supplemented or modified.


 


“National Business
Park Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 26, 2016, by and among the holders
of the National Business Park Pari Passu Companion Loan and the holder of the National Business Park Mortgage Loan, relating to
the relative rights of such holders of the National Business Park Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“National Business
Park Mortgage Loan”: With respect to the National Business Park Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is designated as note A-1 and is pari passu
in right of payment with the related National Business Park Pari Passu Companion Loan to the extent set forth in the National Business
Park Intercreditor Agreement.


 


“National Business
Park Mortgaged Property”: The Mortgaged Property which secures the National Business Park Whole Loan.


 


“National Business
Park Pari Passu Companion Loan”: With respect to the National Business Park Whole Loan, the one (1) Companion Loan, evidenced
by one (1) related promissory note (Note A-2) made by the related Mortgagors and secured by the Mortgage on the National Business
Park Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the National
Business Park Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the National Business
Park Intercreditor Agreement.


 


“National Business
Park Whole Loan”: The National Business Park Mortgage Loan, together with the National Business Park Pari Passu Companion
Loan, each of which is secured by the same Mortgage on the National Business Park Mortgaged Property. References herein to the
National Business Park Whole Loan shall be construed to refer to the aggregate indebtedness under the National Business Park Mortgage
Loan and the National Business Park Pari Passu Companion Loan.


 


“Net Investment
Earnings”: With respect to the Collection Accounts, the Servicing Accounts or the REO Account or Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount, if
any, by which the aggregate of all interest and other income realized during such


 



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period on funds relating to the Trust Fund held
in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount by which the
aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust held
in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during
such period on such funds.


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the
portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect, minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor; provided, further, that
for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely
for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage
Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue
in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate;
provided, further, that, with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period (A)
preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that
occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution
Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related
Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding
January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan had remained outstanding.


 


“Net Operating
Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will
be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed
and put forth by the CREFC®.


 


“New Lease”:
Any lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


 





“Non-Book Entry
Certificates”: As defined in Section 5.02(c).


 






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“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than an portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued
and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any Specially
Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan), in consultation
with the Directing Certificateholder), make a determination in accordance with the Servicing Standard, that any P&I Advance
previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect
to a Serviced Mortgage Loan, the Master Servicer shall deliver to the master servicer under any Other Pooling and Servicing Agreement,
and, with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master Servicer
under the Non-Serviced PSA), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master
Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer
or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make
its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer,
as applicable, in connection with a securitization of the related Non-Serviced Companion Loan
determines that a P&I Advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I
Advance, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance
with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the
Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related
Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the
related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect
to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability
determination, the Master Servicer, Special Servicer or Trustee, as applicable, shall be entitled (a) to consider (among other
things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan(s), as applicable,
as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions
and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee,


 



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solely in its capacity as Trustee)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to
estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in
its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing
of recoveries, (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration,
the recovery of which are being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the
fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of
recovery for such delayed or deferred Advance and (e) with respect to a Non-Serviced Whole Loan, any non-recoverability determination
of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced PSA relating to a principal and interest
advance for a Non-Serviced Companion Loan. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable
Advance, shall be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or
delayed by the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of
the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration,
but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any
time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with
the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely
in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value
estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee, Master
Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals
or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan
other than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only
in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The
Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming


 



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the basis of such determination (which shall be accompanied by, to
the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any
existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer, the Special
Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest
thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan
or REO Property. In making such recoverability determination, such Person shall be entitled (a) to consider (among other things)
(i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it
may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and
occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery
of which are being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee because there is insufficient
principal available for such reimbursement, in light of the fact that related proceeds are a source of recovery not only for the
Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person,
in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance, shall be entitled to give due regard to the existence
of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement
of which, at the time of such consideration, is being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee,
in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its


 



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capacity as Trustee), may obtain, promptly upon request, from the Special Servicer at the expense of the Trust any
reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination
(and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the
Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for
such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as
to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by
the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been
made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed
recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer
or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and
in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee), the Operating Advisor (but only in the case of
the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however,
that the Special Servicer may, at its option (with respect to any Specially Serviced Loan, prior to the occurrence of a Consultation
Termination Event (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder) make a
determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a
Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master
Servicer shall deliver to the applicable master servicer under the related Other Pooling and Servicing Agreement, and with respect
to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master), the Certificate Administrator,
the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may
be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, provided, however,
that the Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would
be recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable
Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes
a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing
Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related
income and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master
Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal
with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged Property). The Special Servicer shall promptly
furnish any party required to make


 



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Servicing Advances hereunder with any information in its possession regarding the Specially
Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes of making
recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s
determination that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively
rely on the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything
herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer
may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided,
however, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month
with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance).
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any Servicing Advance previously
made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-C, Class D, Class E, Class F, Class NR
or Class R Certificate.


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


 


“Non-Serviced
Companion Loan”: Each of the 9 West 57th Street Pari Passu Companion Loans, the 9 West 57th Street Subordinate Companion
Loans, the 693 Fifth Avenue Pari Passu Companion Loans, the Opry Mills Companion Loans, the Westfield San Francisco Centre Pari
Passu Companion Loans, the Westfield San Francisco Centre Subordinate Companion Loans, the Crocker Park Phase One & Two Companion
Loan, the 100 East Wisconsin Avenue Pari Passu Companion Loan (on and after the related Servicing Shift Securitization Date) and
the West LA Office – 1950 Sawtelle Boulevard Pari Passu Companion Loan.


 


“Non-Serviced
Custodian”: Any custodian under a Non-Serviced PSA.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant
to the related Non-Serviced PSA.


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 


“Non-Serviced
Intercreditor Agreement”: Each of the 9 West 57th Street Intercreditor Agreement, the 693 Fifth Avenue Intercreditor
Agreement, the Opry Mills


 



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Intercreditor Agreement, the Westfield San Francisco Centre Intercreditor Agreement, the Crocker Park
Phase One & Two Intercreditor Agreement, the 100 East Wisconsin Avenue Intercreditor Agreement (on and after the related Servicing
Shift Securitization Date) and the West LA Office – 1950 Sawtelle Boulevard Intercreditor Agreement.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Mortgage Loan”: Each of the 9 West 57th Street Mortgage Loan, the 693 Fifth Avenue Mortgage Loan, the Opry Mills Mortgage
Loan, the Westfield San Francisco Centre Mortgage Loan, the Crocker Park Phase One & Two Mortgage Loan, the 100 East Wisconsin
Avenue Mortgage Loan (on and after the related Servicing Shift Securitization Date) and the West LA Office – 1950 Sawtelle
Boulevard Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the 9 West 57th Street Mortgaged Property, the 693 Fifth Avenue Mortgaged Property, the
Opry Mills Mortgaged Property, the Westfield San Francisco Centre Mortgaged Property, the Crocker Park Phase One & Two Mortgaged
Property, the 100 East Wisconsin Avenue Mortgaged Property (on and after the related Servicing Shift Securitization Date) and the
West LA Office – 1950 Sawtelle Boulevard Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the 9 West 57th Street Whole Loan, 0.00125%, (ii) the 693 Fifth Avenue
Whole Loan, 0.00250%, (iii) the Opry Mills Whole Loan, 0.00250%, (iv) the Westfield San Francisco Centre Whole Loan, 0.00125%,
(v) the Crocker Park Phase One & Two Whole Loan, 0.03250%, (vi) the 100 East Wisconsin Avenue Whole Loan, on and after the
related Servicing Shift Securitization Date, 0.00250% and (vii) the West LA Office – 1950 Sawtelle Boulevard Whole Loan,
0.00250%.


 


“Non-Serviced
PSA”: With respect to (i) the 9 West 57th Street Whole Loan, the JPMCC Commercial Mortgage Securities Trust 2016-NINE
Trust and Servicing Agreement, (ii) the 693 Fifth Avenue Whole Loan, the DBJPM Commercial Mortgage Securities Trust 2016-C3 Pooling
and Servicing Agreement, (iii) the Opry Mills Whole Loan, the JPMCC Commercial Mortgage Securities Trust 2016-JP2 Pooling and Servicing
Agreement, (iv) the Westfield San Francisco Centre Whole Loan, the DBJPM 2016-SFC Mortgage Trust Trust and Servicing Agreement,
(v) the Crocker Park Phase One & Two Whole Loan, the Citigroup Commercial Mortgage Securities Trust 2016-C2 Pooling and Servicing
Agreement, (vi) the 100 East Wisconsin Avenue Whole Loan, from and after the related Servicing Shift Securitization Date, the 100
East Wisconsin Avenue Pooling and Servicing Agreement and (vii) the West LA Office – 1950 Sawtelle Boulevard Whole Loan,
the MSBAM 2016-C30 Trust Pooling and Servicing Agreement.


 


“Non-Serviced
Special Servicer”: The “Special Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


 



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“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


 


“Non-Serviced
Whole Loan”: Each of the 9 West 57th Street Whole Loan, the 693 Fifth Avenue Whole Loan, the Opry Mills Whole Loan, the
Westfield San Francisco Centre Whole Loan, the Crocker Park Phase One & Two Whole Loan, the 100 East Wisconsin Avenue Whole
Loan (on and after the related Servicing Shift Securitization Date) and the West LA Office – 1950 Sawtelle Boulevard Whole
Loan.


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing certificateholder” or similarly defined party under a Non-Serviced
PSA. The 9 West 57th Street Whole Loan will not have a Non-Serviced Whole Loan Controlling Holder.


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


“Non-U.S. Beneficial
Ownership Certification”: As defined in Section 5.03(f).


 


“Non-U.S. Tax
Person”: Any person other than a U.S. Tax Person.


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the Class
X-B Notional Amount; and in the case of the Class X-C Certificates, the Class X-C Notional Amount.


 


“NRSRO”:
Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including
the Rating Agencies.


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,
in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or
that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to
recertify to the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


“Offered Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates.


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


 


“Offshore Transaction”:
Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 



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“Operating Advisor”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


“Operating Advisor
Annual Report”: As defined in Section 3.26(c).


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees to pay with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05 of this
Agreement; provided that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately
identifiable fee; provided, further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor
Consulting Fee with respect to any Major Decision; provided, further, that the Master Servicer or Special Servicer,
as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the
Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or
reduction).


 


“Operating Advisor
Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional
Trust Fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating
Advisor Consulting Fee).


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan and REO Loan (excluding each of (i) the Non-Serviced Mortgage Loans, (ii) the
Servicing Shift Mortgage Loans and (iii) any Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.00240%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan (other than any Servicing Shift
Whole Loan) for the benefit of the holders of the related Companion Loan(s) (as a collective whole as if such Certificateholders
and Companion Holders constituted a single lender), and not to any particular Class of Certificateholders (as determined by the
Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising
from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, the Mortgage
Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
any Certificateholder or any of their Affiliates.


 


“Operating Advisor
Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected by
operation of law or pursuant to any


 



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judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 


(a)          
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or
the material breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a
period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given
to the Operating Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee
by the holders of Certificates having greater than 25% of the aggregate Voting Rights, provided that with respect to any
such failure which is not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period
of thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period
and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently
pursued, and is continuing to pursue, such cure;


 


(b)           any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
is given to the Operating Advisor by any party to this Agreement;


 


(c)          
 any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period
of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the
Operating Advisor by any party to this Agreement;


 


(d)           a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(e)          
the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in
any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or
relating to the operating advisor or of or relating to all or substantially all of its property; or


 


(f)            the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 



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“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any
Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, or (c)  the resignation of the Master Servicer, the
Special Servicer or the Depositor pursuant to Section 6.05, must be an opinion of counsel who is in fact Independent
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


“Opry Mills
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 29, 2016, by and among the holders of the
Opry Mills Pari Passu Companion Loans and the holder of the Opry Mills Mortgage Loan, relating to the relative rights of such holders
of the Opry Mills Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Opry Mills
Mortgage Loan”: With respect to the Opry Mills Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as note A-3 and is pari passu in right of payment
with the related Opry Mills Pari Passu Companion Loans to the extent set forth in the Opry Mills Intercreditor Agreement.


 


“Opry Mills
Mortgaged Property”: The Mortgaged Property which secures the Opry Mills Whole Loan.


 


“Opry Mills
Pari Passu Companion Loans”: With respect to the Opry Mills Whole Loan, the five (5) Companion Loans, each evidenced
by one (1) related promissory note (Note A-1, Note A-2, Note A-4, Note A-5-A and Note A-5-B) made by the related Mortgagors
and secured by the Mortgage on the Opry Mills Mortgaged Property, which are not included in the Trust and each of which are pari
passu in right of payment to the Opry Mills Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the Opry Mills Intercreditor Agreement.


 


“Opry Mills
Whole Loan”: The Opry Mills Mortgage Loan, together with the Opry Mills Pari Passu Companion Loans, each of which is
secured by the same Mortgage on the Opry Mills Mortgaged Property. References herein to the Opry Mills Whole Loan shall be construed
to refer to the aggregate indebtedness under the Opry Mills Mortgage Loan and the Opry Mills Pari Passu Companion Loans.


 


“Original Certificate
Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount thereof
as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount thereof as
of the Closing Date, in each case as specified in the Preliminary Statement.


 



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“Original Notional
Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-C Notional Amount,
the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


“Other Certificate
Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.


 


“Other Depositor”:
Any depositor under an Other Pooling and Servicing Agreement.


 


“Other Pooling
and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement, as applicable, that creates
a trust whose assets include any Serviced Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement. With respect to the delivery
of any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to an Other
Servicer, “Other Servicer” shall mean the master servicer under the applicable Other Pooling and Servicing Agreement
and, only to the extent required by or contemplated by the related Intercreditor Agreement, the special servicer under the applicable
Other Pooling and Servicing Agreement.


 


“Other Trustee”:
Any trustee under an Other Pooling and Servicing Agreement.


 


“Ownership Interest”:
As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“P&I Advance”:
As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master Servicer or the
Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I Advance
Determination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate or,
the Class X-C Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 



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“Penalty Charges”:
With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO
Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto)
that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan and allocated and paid on such Serviced Companion
Loan (or any successor REO Loan) in accordance with the related Intercreditor Agreement) that represent late payment charges or
Default Interest, other than a Prepayment Premium or a Yield Maintenance Charge.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates),
the percentage interest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate
Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. With respect to a Class
R Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or the related Companion Loan(s), the scheduled monthly payment of principal and/or interest
on such Mortgage Loan or Companion Loan(s), including any Balloon Payment, which is payable (as the terms of the applicable Mortgage
Loan or Companion Loan(s) may be changed or modified in connection with a bankruptcy or similar proceedings involving the related
Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by
a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal
of such Mortgage Loan or Companion Loan(s) by reason of default thereunder.


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall
not be subject to liquidation prior to maturity:


 


(i)            
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the


 



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downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced
in writing;


 


(ii)           
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the
short-term debt obligations of which are rated at least “F1” by Fitch and in the highest short-term rating category
by Moody’s or the long-term debt obligations of which are rated at least “A” by Fitch and “A2” by
Moody’s, (B) in the case of such investments with maturities of three (3) months or less, but more than thirty (30)
days, the short-term obligations of which are rated at least “F1+” by Fitch and in the highest short-term rating category
by Moody’s or the long-term obligations of which are rated at least “AA-” by Fitch and “A2” by Moody’s,
(C) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short-term
obligations of which are rated at least “F1+” by Fitch and in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated at least “AA-“ by Fitch and “Aa3” by Moody’s and
(D) in the case of such investments with maturities of more than six (6) months, the short-term obligations of which are
rated at least “F1+” by Fitch and in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated at least “AA-” by Fitch and “Aaa” by Moody’s (or, in each case, if permitted
by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that
such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then-current ratings assigned
to the Certificates);


 


(iii)          
repurchase agreements or obligations with respect to any security described in clause (i) above where such
security has a remaining maturity of one year or less and where such repurchase obligation has been entered into with a depository
institution or trust company (acting as principal) described in clause (ii) above;


 


(iv)          
debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations
are rated in the highest rating categories of each Rating Agency (in the case of KBRA, if rated by KBRA) and (A) if it has a term
of three months or less, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than
three months and not in excess of six months, the short-term obligations of which are rated in the


 



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highest short-term rating category
by Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has
a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated at least “Aaa” by Moody’s; provided, however,
that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will
cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder
to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in
such accounts;


 


(v)           
commercial paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation
or other entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing
in one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of each of Fitch
and KBRA (if rated by KBRA) and (1) in the case of such investments with maturities of 30 days or less, the short-term obligations
of which corporation are rated at least in the highest short-term debt rating category of Moody’s or the long-term obligations
of which corporation are rated at least “A2” by Moody’s, (2) in the case of such investments with maturities
of three months or less, but more than 30 days, the short-term obligations of which are rated at least in the highest short-term
debt rating category of Moody’s, or the long-term obligations of which are rated at least “A2” by Moody’s,
(3) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations
of which are rated at least “P1” by Moody’s and the long-term obligations of which corporation are rated at
least “Aa3” by Moody’s, and (4) in the case of such investments with maturities of more than six months, the
short-term obligations of which are rated at least “P1” by Moody’s and the long-term obligations of which are
rated at least “Aaa” by Moody’s;


 


(vi)          
money market funds, rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency
(and if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Fitch, KBRA, DBRS, Moody’s and/or S&P)) and “Aaa-mf” by Moody’s (or, if not rated by Moody’s,
otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which
may include the investments referred to in clause (i) hereof if so qualified that (a) have substantially all
of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have
net assets of not less than $5,000,000,000;


 


(vii)         
any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one
or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings
set forth in the


 



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applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); and


 


(viii)         any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) –
(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided, however, that each
Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that
(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such
investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and provided, further, however, that
no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived
from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity
at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such
instrument may be redeemed at a price below the purchase price; and provided, further, however, that no amount
beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money
market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel,
at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments
may not be purchased at a price in excess of par and may not be interest-only securities.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed
by such party with respect to any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance
with this Agreement.


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the
Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting
the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause
any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified
Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to
be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a
U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 



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“Person”:
Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Plan”:
As defined in Section 5.03(m).


 


“Pre-close Information”:
As defined in Section 3.13(c).


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees), to the extent collected from the related Mortgagor (without regard
to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal
to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the
Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and Asset Representations Reviewer Fee Rate, on the amount of
such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any later date through which
interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid
as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was
subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied
to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect to each Mortgage
Loan or Serviced Companion Loan, as applicable, with a Due Date occurring after the related Determination Date, the related Due
Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees), to the extent not collected
from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would
have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced
Whole Loan, as applicable and (y) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and Asset Representations
Reviewer Fee Rate, on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With
respect to any AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date


 



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shall be allocated first to the related
AB Subordinate Companion Loan and then to the related Mortgage Loan.


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection
of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by
a mezzanine lender on behalf of the subject borrower if and as set forth in the related intercreditor agreement).


 


“Primary Collateral”:
With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed
Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Underlying Loan.


 


“Primary Servicing
Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall
Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may
be in effect from time to time.


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F and Class NR Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided
that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any
reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to any Non-Serviced Mortgage Loan
under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable
Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in
a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such
Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that
were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related


 



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Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to
the period in which such recovery occurs).


 


“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date as a result
of such prepayment.


 


“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually
distributed on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the
initial Distribution Date will be zero.


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to
any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has
reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor
or other interested party and (iii) information subject to attorney-client privilege. The Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be entitled to rely on any identification of materials as “attorney-client
privileged” without liability for any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary
for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or
other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise
subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced
by an opinion of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the Special
Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree to disclose
such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchaser, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special


 



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Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Person (including the Directing Certificateholder) who provides the Certificate Administrator with
an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO
Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Special
Servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder,
any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)), and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder,
any information other than the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate
of the Operating Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any
Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the
Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or
indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict the Special Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate
Administrator’s Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special
Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; and provided,
further, that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with
Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded
Information) from the Master Servicer or the Special Servicer,
as the case may be. Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator
shall have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related
to any Excluded Special Servicer Loan.


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 



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“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


“Proposed Course
of Action”: As defined in Section 2.03(l)(i).


 


“Proposed Course
of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Prospectus, dated September 23, 2016.


 


“PSA Party Repurchase
Request”: As defined in Section 2.03(k)(ii).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
of this definition, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan
Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


(i)            
the outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent
required pursuant to the final paragraph of this definition, the related Companion Loan(s))) as of the date of purchase; plus


 


(ii)            all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan(s))), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest), to, but not including, the Due Date immediately preceding
or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)           all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional Trust Fund expenses (except for Liquidation Fees) in respect
of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
of this definition, the related Companion Loan(s))); plus


 


(iv)           if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations
Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation,
including any Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller
and any expenses arising out of the enforcement of the


 



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repurchase or substitution obligation, including, without limitation, legal
fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan); provided,
however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners
in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k)
hereof; plus


 


(v)          
Liquidation Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose,
to the extent required pursuant to the final paragraph hereof, the related Companion Loan(s))) (which will not include any Liquidation
Fees if such repurchase occurs prior to the expiration of the Extended Cure Period).


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or
Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be
allocated between the related Mortgage Loan and Companion Loan(s), as applicable, in accordance with, and shall be equal to the
amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with respect
to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price”
shall not include any amounts payable in respect of any related Companion Loan.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may include Fitch
and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other nationally
recognized insurance rating organization (which may include Moody’s or KBRA)) and (ii) with respect to the fidelity
bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise
permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed
or backed by a company having such claims paying ability) with at least one of the following ratings: (a) “A3”
by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M.
Best Company, Inc. or (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other
insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 



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“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable
to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or
an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for
the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement Special Servicer
to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special
servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) is not a special servicer
that has been publicly cited by Moody’s as having servicing concerns as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has
a special servicer rating of at least “CSS3” from Fitch and (viii) is not a special servicer that has been cited by
KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced
by the applicable servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have
the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the
loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for
the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects
with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at
least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and
1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the
Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have
a maturity date or an amortization period that extends to a date that is


 



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after the date two (2) years prior to the Rated Final
Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be
substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation
from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan
Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing and the affected
Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit defeasance within two (2) years
of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event or
the imposition of tax other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement,
as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates no material adverse property condition
or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing
File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that
more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall
be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall
individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided that
the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of
the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through
Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance
Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed
Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence
of a Consultation Termination Event, the Directing Certificateholder.


 


“RAC No-Response
Scenario”: As defined in Section 3.25(a).


 


“RAC Requesting
Party”: As defined in Section 3.25(a).


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in August 2049.


 


“Rating Agency”:
Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of Moody’s, Fitch and KBRA herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 



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“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


 


“Rating Agency
Inquiry”: As defined in Section 4.07(c).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized Loss”:
As defined in Section 4.04(a).


 


“Record Date”:
With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution
Date occurs.


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class A-S, Class
B, Class C, Class D, Class E, Class F and Class NR Certificates.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may
be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by
the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in,
or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also, with
respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on


 



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Regulation S and represented by one or more Book Entry Certificates deposited
with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d)
and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.


 


“Related Certificates”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, the related Class
of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates
set forth below:


 


	
        Related Certificates 
	 	
        Related

        Lower-Tier Regular Interest

        

	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-5 Certificates	 	Class LA5 Uncertificated Interest
	Class A-SB Certificates	 	Class LASB Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class NR Certificates	 	Class LNR Uncertificated Interest


 


“Relevant Distribution
Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any
“significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and
Servicing Agreement.


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC Administrator”:
The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 



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“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations
(or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary
or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents from
Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the
Code.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Torchlight Loan Services, LLC, or the applicable
successor special servicer, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of registered holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series
2016-JP3, REO Account”. Any such account or accounts shall be an Eligible Account.


 


“REO Acquisition”:
The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO Disposition”:
The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO Extension”:
As defined in Section 3.14(a).


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable), deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the
same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with
respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard
to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of a
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the


 



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related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan(s) will be available for amounts due
to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification
payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such
Serviced Whole Loan, in accordance with Section 3.05(a) or with respect to the Serviced AB Subordinate Companion Loan,
as set forth in the related Intercreditor Agreement.


 


“REO Property”:
A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the
benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect
to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier
Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property
acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee
or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance
of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default
of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or
reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to an “REO Property”, shall
not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property,
to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund or any Trust REMIC.


 


“REO Revenues”:
All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


“Reporting Servicer”:
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or
any Servicing Function Participant engaged by such parties, as the case may be.


 



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“Repurchase
Request”: As defined in Section 2.03(k)(ii).


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Request for
Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable, in the
form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


“Residual Ownership
Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage
Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been
substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable
Mortgage Loan Seller has made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Enforcing
Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as
a result of a sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchaser or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Fee
Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“Review Materials”:
As defined in Section 12.01(b).


 


“Review Package”:
A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 



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“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


“Rules”:
As defined in Section 2.03(n)(iv).


 


“S&P”:
S&P Global Ratings, and its successors in interest. If neither S&P nor any successor remains in existence, “S&P”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Salesforce
Tower Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 30, 2016, by and among the holders
of the Salesforce Tower Pari Passu Companion Loan and the holder of the Salesforce Tower Mortgage Loan, relating to the relative
rights of such holders of the Salesforce Tower Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Salesforce
Tower Mortgage Loan”: With respect to the Salesforce Tower Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as note A-1 and is pari passu in
right of payment with the related Salesforce Tower Pari Passu Companion Loan to the extent set forth in the Salesforce Tower Intercreditor
Agreement.


 


“Salesforce
Tower Mortgaged Property”: The Mortgaged Property which secures the Salesforce Tower Whole Loan.


 


“Salesforce
Tower Pari Passu Companion Loan”: With respect to the Salesforce Tower Whole Loan, the one (1) Companion Loan, evidenced
by one (1) related promissory note (Note A-2) made by the related Mortgagors and secured by the Mortgage on the Salesforce
Tower Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Salesforce
Tower Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Salesforce Tower Intercreditor
Agreement.


 


“Salesforce
Tower Whole Loan”: The Salesforce Tower Mortgage Loan, together with the Salesforce Tower Pari Passu Companion Loan,
each of which is secured by the same Mortgage on the Salesforce Tower Mortgaged Property. References herein to the Salesforce Tower
Whole Loan shall be construed to refer to the aggregate indebtedness under the Salesforce Tower Mortgage Loan and the Salesforce
Tower Pari Passu Companion Loan.


 


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 



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“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or,
if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid
by the Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period
ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent
received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date,
and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related Master Servicer Remittance Date), and to the extent not included in clause (a)
above.


 


“Secure Data
Room”: The internet website, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Diligence Files” tab on the page relating to this transaction.


 


“Securities
Act”: The Securities Act of 1933, as it may be amended from time to time.


 


“Security Agreement”:
With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting
security for repayment of such Mortgage Loan.


 


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


“Service(s)”
or “Servicing”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage
Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth
in Item 1108 of Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term shall have
the meaning commonly understood by participants in the commercial mortgage-backed securities market.


 


“Serviced AB
Whole Loan”: The Arkansas Hotel Portfolio Whole Loan.


 


“Serviced AB
Subordinate Companion Loan”: The Arkansas Hotel Portfolio Subordinate Companion Loan.


 



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“Serviced Companion
Loan”: Each of the Salesforce Tower Pari Passu Companion Loan, the 1 Kaiser Plaza Pari Passu Companion Loan, the National
Business Park Pari Passu Companion Loan, the 100 East Wisconsin Avenue Pari Passu Companion Loan (prior to the related Servicing
Shift Securitization Date), the Hillside Industrial Pari Passu Companion Loan, the Embassy Suites Lake Buena Vista Pari Passu Companion
Loan and the Arkansas Hotel Portfolio Subordinate Companion Loan.


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of the Salesforce Tower Pari Passu Companion Loan, the 1 Kaiser Plaza Pari Passu Companion
Loan, the National Business Park Pari Passu Companion Loan, the 100 East Wisconsin Avenue Pari Passu Companion Loan (prior to the
related Servicing Shift Securitization Date), the Hillside Industrial Pari Passu Companion Loan, the Embassy Suites Lake Buena
Vista Pari Passu Companion Loan, and the Arkansas Hotel Portfolio Subordinate Companion Loan.


 


“Serviced Mortgage
Loan”: Each of the Salesforce Tower Mortgage Loan, the 1 Kaiser Plaza Mortgage Loan, the National Business Park Mortgage
Loan, the 100 East Wisconsin Avenue Mortgage Loan (prior to the related Servicing Shift Securitization Date), the Hillside Industrial
Mortgage Loan, the Embassy Suites Lake Buena Vista Mortgage Loan and the Arkansas Hotel Portfolio Mortgage Loan.


 


“Serviced Pari
Passu Companion Loan”: Each of the Salesforce Tower Pari Passu Companion Loan, the 1 Kaiser Plaza Pari Passu Companion
Loan, the National Business Park Pari Passu Companion Loan, the 100 East Wisconsin Avenue Pari Passu Companion Loan (prior to the
related Servicing Shift Securitization Date), the Hillside Industrial Pari Passu Companion Loan and the Embassy Suites Lake Buena
Vista Pari Passu Companion Loan.


 


“Serviced Pari
Passu Mortgage Loan”: Each of the Salesforce Tower Mortgage Loan, the 1 Kaiser Plaza Mortgage Loan, the National Business
Park Mortgage Loan, the 100 East Wisconsin Avenue Mortgage Loan (prior to the related Servicing Shift Securitization Date), the
Hillside Industrial Mortgage Loan and the Embassy Suites Lake Buena Vista Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: Each of the Salesforce Tower Whole Loan, the 1 Kaiser Plaza Whole Loan, the National Business Park
Whole Loan, the 100 East Wisconsin Avenue Whole Loan (prior to the related Servicing Shift Securitization Date), the Hillside Industrial
Whole Loan and the Embassy Suites Lake Buena Vista Whole Loan.


 


“Serviced REO
Loan”:  Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


 “Serviced
REO Property”:  Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


 



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“Serviced Whole
Loan”: Each of the Salesforce Tower Whole Loan, the 1 Kaiser Plaza Whole Loan, the National Business Park Whole Loan,
the 100 East Wisconsin Avenue Whole Loan (prior to the related Servicing Shift Securitization Date), the Hillside Industrial Whole
Loan, the Embassy Suites Lake Buena Vista Whole Loan and the Arkansas Hotel Portfolio Whole Loan.


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified, the
Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination
date” set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Intercreditor
Agreement; provided, however, that, unless otherwise required under the related Intercreditor Agreement, no remittance
is required to be made until two (2) Business Days after receipt of properly identified and available funds constituting the related
Periodic Payment with respect to the related Serviced Whole Loan.


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan(s)), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance
with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration
and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds
of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,”
(iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the
operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated
herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances”
shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the
Special Servicer or the Trustee shall make any


 



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Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and
which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Serviced Companion Loan and any REO Loan, the fee
payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, in each case
computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to each Non-Serviced Mortgage Loan, the “Servicing Fee Rate” shall
be a per annum rate equal to 0.00250%. With respect to the Salesforce Tower Pari Passu Companion Loan, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.00250%. With respect to the 1 Kaiser Plaza Pari Passu Companion Loan,
the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%. With respect to the National Business
Park Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%. With respect
to the 100 East Wisconsin Avenue Pari Passu Companion Loan prior to the related Servicing Shift Securitization Date, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.00250% . With respect to the Hillside Industrial Pari Passu Companion
Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%. With respect to the Embassy Suites
Lake Buena Vista Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%.With
respect to the Arkansas Hotel Portfolio Subordinate Companion Loan, the “Servicing Fee Rate” shall be a per annum
rate equal to 0.00500%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of
all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection


 



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with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that
the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports
that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence
of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any
amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the 100 East Wisconsin Avenue Pari Passu Companion Loan
will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing Shift
Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be
serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing
agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the date of
such securitization. As of the Closing Date, the 100 East Wisconsin Avenue Mortgage Loan will be a Servicing Shift Mortgage Loan
related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each
of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust


 



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which notice shall include contact information for the related Non-Serviced Master Servicer,
the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The date on which the
100 East Wisconsin Avenue Pari Passu Companion Loan is included in a securitization trust is a Servicing Shift Securitization Date
related to the Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but the
servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Servicing Shift Lead Note on and after the date of such securitization. As of the Closing Date, the 100 East Wisconsin
Avenue Whole Loan will be a Servicing Shift Whole Loan related to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan, the occurrence
of any of the following events:


 


(i)            
with respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall
have occurred at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan
has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)           
with respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred
with respect to the related Balloon Payment; provided, that if (A) the related Mortgagor has provided prior to the
related Maturity Date a fully executed term sheet or refinancing commitment or a signed purchase and sale agreement for a refinancing
of the related Mortgage Loan or sale of the Mortgaged Property (in each case subject only to typical due diligence and closing
conditions) in a manner consistent with CMBS market practices and that is satisfactory in form and substance to the Master Servicer
from an acceptable lender or purchaser reasonably satisfactory to the Master Servicer, which provides that a refinancing of such
Mortgage Loan or Whole Loan or the sale of the related Mortgaged Property will occur within one hundred and twenty (120) days
after the date on which such Balloon Payment will become due (and the Master Servicer shall promptly forward such documentation
to the Special Servicer), (B) the related Mortgagor continues to make its Assumed Scheduled Payment and (C) no other
Servicing Transfer Event shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan, a Servicing Transfer
Event will not occur until the earlier of (1) one hundred twenty (120) days beyond the related Maturity Date and (2) the
date on which such documentation expires; or


 



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(iii)          
any Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage
Loan with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related
Companion Loan(s) or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions
of the related Intercreditor Agreement); or


 


(iv)          
the Master Servicer makes a judgment that a payment default is imminent or reasonably foreseeable and is not likely to
be cured by the related Mortgagor within sixty (60) days; or


 


(v)           
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order
is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within
sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage
Loan (and any related Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees,
Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the
Trust Fund by the Special Servicer); or


 


(vi)          
the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)         
the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or


 


(viii)         a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer,
with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and
adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any
Companion Loans, as applicable,), if applicable, has occurred and remained unremedied for the


 



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applicable Grace Period specified
in the related Mortgage Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such
failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of
cure, sixty (60) days); or


 


(ix)          
the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other
than the Mortgage on the related Mortgaged Property; or


 


(x)           
the Master Servicer determines that (a) a payment default (other than as described in clause (iv) above)
under a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such default will materially impair
the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Companion Loan (if any) or otherwise
materially adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of
the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature
of any Companion Loans, as applicable), and (c) the default will continue unremedied for the applicable cure period under
the terms of the Mortgage Loan or related Companion Loan, as applicable, or, if no cure period is specified and the default is
capable of being cured, for thirty (30) days; provided that such 30-day grace period does not apply to a default that gives
rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion
Loan, as applicable;


 


provided that any Mortgage Loan
(excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced
Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes
a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially Serviced Loan, the related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect
to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the related
Non-Serviced PSA.


 


Notwithstanding the foregoing,
the Special Servicer may elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be a Specially Serviced
Loan as a result of imminent default under clause (iv) or (x) above. Upon receipt of any such written notice, the Master Servicer
shall deliver an Officer’s Certificate to each of the depositor and the special servicer with its determination of whether
to transfer such Mortgage Loan to special servicing under clause (iv) or (x) above and the reasons for such determination, and
such determination will be conclusive with respect to a servicing transfer at that time.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is


 



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fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents. The Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator acknowledge
that in the event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within
the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan,
the date on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage
Loan documents is, with respect to net operating income information, for (A) the Salesforce Tower Pari Passu Companion Loan, twenty
(20) days following the end of each fiscal quarter, (B) the 1 Kaiser Plaza Pari Passu Companion Loan, forty-five (45) days following
the end of each fiscal quarter, (C) the National Business Park Pari Passu Companion Loan, thirty (30) days following the end of
each fiscal quarter, (D) the 100 East Wisconsin Avenue Pari Passu Companion Loan, twenty (20) days following the end of each fiscal
quarter, (E) the Hillside Industrial Pari Passu Companion Loan, twenty (20) days following the end of each fiscal quarter and (F)
the Embassy Suites Lake Buena Vista Pari Passu Companion Loan, thirty (30) days following the end of each fiscal quarter, in each
case, subject to the terms of the related loan agreement; provided that, as provided under the related loan agreement, the
Master Servicer or the Special Servicer, as applicable, shall request the related Mortgagor to provide such information in a timely
manner as may be required to meet all filing requirements under Regulation AB.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


“Similar Law”:
As defined in Section 5.03(m).


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class E, Class F and Class NR Certificates; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
have been retired.


 


“Special Notice”:
As defined in Section 5.06(b)(i).


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer
Loan) and the Serviced Companion Loans, Torchlight Loan Services, LLC and its successors in interest and assigns, or any successor
special servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special
Servicer appointed pursuant to Section 7.01(g), as applicable and as the context may require. For the avoidance of
doubt, all references to the obligations or liabilities of the “Special Servicer” in this Agreement shall mean the
applicable special servicer as provided herein.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


 



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“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan-by-loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan and Companion Loan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the
Specially Serviced Loans; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500,
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a
rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially
Serviced Loan or REO Loan.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Starwood”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successors in interest.


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the unpaid
principal balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the
date it is added to the trust) after application of all payments of principal due during or prior to the month of substitution,
whether or not those payments have been received) minus (y) the sum of:


 


(i)            
the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;


 


(ii)           
all Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)          
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage
Loan and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution); and


 


(iv)          
any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection
Period for the most recent Distribution Date.


 


With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated Principal
Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 



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(i)            
the principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)           
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated
Principal Balances of the related Mortgage Loan and the related Companion Loan(s) on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject Loans”:
As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificate.


 


“Subordinate
Companion Holder”: The holder of any of the AB Subordinate Companion Loans.


 


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
Servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 



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“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under
the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions
of federal tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate,
which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 



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“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “JPMCC Commercial Mortgage Securities
Trust 2016-JP3”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all
revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional
security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited
in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on
deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in
such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent
of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve
accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust REMIC”:
as defined in the Preliminary Statement.


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be paid as a portion of the Certificate Administrator
Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 



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“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
J.P. Morgan Securities LLC, Drexel Hamilton, LLC and Academy Securities, Inc.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was
made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued
interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if
applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was
previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests,
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMCC Commercial
Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 



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“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date
of determination) and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 98% and
a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of
determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j)
or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the
Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof)
of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which
is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or
the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate
Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal
Balance Certificates, each determined as of the Distribution Date immediately preceding such time. The Class R Certificates shall
not be entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to
any payments received during any applicable Grace Period).


 


“West LA Office
- 1950 Sawtelle Boulevard Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 7, 2016 by
and among the holders of the West LA Office - 1950 Sawtelle Boulevard Pari Passu Companion Loan and the holder of the West LA Office
- 1950 Sawtelle Boulevard Mortgage Loan, relating to the relative rights of such holders of the West LA Office - 1950 Sawtelle
Boulevard Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“West LA Office
- 1950 Sawtelle Boulevard Mortgage Loan”: With respect to the West LA Office - 1950 Sawtelle Boulevard Whole Loan, the
Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 35 on the Mortgage Loan Schedule), which is


 



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designated
as promissory note A-2, and is pari passu in right of payment with the West LA Office - 1950 Sawtelle Boulevard Pari Passu
Companion Loan to the extent set forth in the West LA Office - 1950 Sawtelle Boulevard Intercreditor Agreement.


 


“West LA Office
- 1950 Sawtelle Boulevard Mortgaged Property”: The Mortgaged Property that secures the West LA Office - 1950 Sawtelle
Boulevard Whole Loan.


 


“West LA Office
- 1950 Sawtelle Boulevard Pari Passu Companion Loan”: With respect to the West LA Office - 1950 Sawtelle Boulevard Whole
Loan, the two (2) Companion Loans, each evidenced by one (1) promissory note (Note A-1 and Note A-3) made by the related Mortgagor
and secured by the Mortgage on the West LA Office - 1950 Sawtelle Boulevard Mortgaged Property, which are not included in the Trust
and which are pari passu in right of payment to the West LA Office - 1950 Sawtelle Boulevard Mortgage Loan to the extent
set forth in the related Mortgage Loan documents and as provided in the West LA Office - 1950 Sawtelle Boulevard Intercreditor
Agreement.


 


“West LA Office
- 1950 Sawtelle Boulevard Whole Loan”: The West LA Office - 1950 Sawtelle Boulevard Mortgage Loan, together with the
West LA Office - 1950 Sawtelle Boulevard Pari Passu Companion Loan, each of which is secured by the same Mortgage on the West LA
Office - 1950 Sawtelle Boulevard Mortgaged Property. References herein to the West LA Office - 1950 Sawtelle Boulevard Whole Loan
shall be construed to refer to the aggregate indebtedness under the West LA Office - 1950 Sawtelle Boulevard Mortgage Loan and
the West LA Office - 1950 Sawtelle Boulevard Pari Passu Companion Loan.


 


“Westfield San
Francisco Centre Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 11, 2016, by and among
the holders of the Westfield San Francisco Centre Pari Passu Companion Loans, the holder of the Westfield San Francisco Centre
Mortgage Loan and the holder of the Westfield San Francisco Centre Subordinate Companion Loans, relating to the relative rights
of such holders of the Westfield San Francisco Centre Whole Loan, as the same may be further amended in accordance with the terms
thereof.


 


“Westfield San
Francisco Centre Mortgage Loan”: With respect to the Westfield San Francisco Centre Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is designated as note A-2-EMP-C2,
note A-2-SFC-C2, note A-2-EMP-C3 and note A-2-SFC-C3 and each of which is pari passu in right of payment with the related
Westfield San Francisco Centre Pari Passu Companion Loans to the extent set forth in the Westfield San Francisco Centre Intercreditor
Agreement.


 


“Westfield San
Francisco Centre Mortgaged Property”: The Mortgaged Property which secures the Westfield San Francisco Centre Whole Loan.


 


“Westfield San
Francisco Centre Pari Passu Companion Loans”: With respect to the Westfield San Francisco Centre Whole Loan, the twenty
(20) Companion Loans, each evidenced by one (1) related promissory note (Note A-1-EMP-S1, Note A-1-EMP-S2, Note A-2-EMP-S1,
Note A-2-EMP-S2, Note A-1-SFC-S1, Note A-1-SFC-S2, Note A-2-SFC-A1, Note A-2-SFC-S2, Note A-1-EMP-C1, Note A-1-SFC-C1, Note A-1-EMP-C2,
Note A-1-EMP-C3, Note A-1-EMP-C4, Note A-2-EMP-C1, Note A-2-SFC-C1, Note A-2-EMP-C4, Note A-1-SFC-


 



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C2, Note A-1-SFC-C3, Note A-1-SFC-C4
and Note A-2-SFC-C4) made by the related Mortgagors and secured by the Mortgage on the Westfield San Francisco Centre Mortgaged
Property, which are not included in the Trust and each of which are pari passu in right of payment to the Westfield San
Francisco Centre Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Westfield
San Francisco Centre Intercreditor Agreement.


 


“Westfield San
Francisco Centre Subordinate Companion Loans”: With respect to the Westfield San Francisco Centre Whole Loan, the four
(4) Companion Loan, each evidenced by one (1) related promissory note (Note B-1-EMP, Note B-2-EMP, Note B-1-SFC and Note B-2-SFC)
made by the related Mortgagors and secured by the Mortgage on the Westfield San Francisco Centre Mortgaged Property, which is not
included in the Trust and which is subordinate in right of payment to the Westfield San Francisco Centre Mortgage Loan and the
Westfield San Francisco Centre Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as
provided in the Westfield San Francisco Centre Intercreditor Agreement.


 


“Westfield San
Francisco Centre Whole Loan”: The Westfield San Francisco Centre Mortgage Loan, together with the Westfield San Francisco
Centre Pari Passu Companion Loans and the Westfield San Francisco Centre Subordinate Companion Loans, each of which is secured
by the same Mortgage on the Westfield San Francisco Centre Mortgaged Property. References herein to the Westfield San Francisco
Centre Whole Loan shall be construed to refer to the aggregate indebtedness under the Westfield San Francisco Centre Mortgage Loan,
the Westfield San Francisco Centre Pari Passu Companion Loans and the Westfield San Francisco Centre Subordinate Companion Loans.


 


“Whole Loan”:
Any of the 9 West 57th Street Whole Loan, the 693 Fifth Avenue Whole Loan, the Opry Mills Whole Loan, the Westfield San Francisco
Centre Whole Loan, the 1 Kaiser Plaza Whole Loan, the Salesforce Tower Whole Loan, the Crocker Park Phase One & Two Whole Loan,
the National Business Park Whole Loan, the 100 East Wisconsin Avenue Whole Loan, the Hillside Industrial Whole Loan, the Embassy
Suites Lake Buena Vista Whole Loan, the West LA Office – 1950 Sawtelle Boulevard Whole Loan and the Arkansas Hotel Portfolio
Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in


 



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any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan, a fee of 1.00% of each collection (other than Penalty Charges) of interest
and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon
Payments, (iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or (ii)
of this definition) at maturity, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


“YM Group”:
YM Group A, YM Group B, YM Group C or YM Group D, as applicable.


 


“YM Group A”:
Collectively, the Class A Certificates and the Class X-A Certificates.


 


“YM Group B”:
Collectively, the Class B Certificates and the Class X-B Certificates.


 


“YM Group C”:
Collectively, the Class C Certificates, the Class D Certificates and the Class X-C Certificates.


 


“YM Group D”:
Collectively, the Class E Certificates, the Class F Certificates and the Class NR Certificates.


 


Section 1.02     Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall
be made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)           
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be


 



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received on the date they are applied in
accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan on which interest accrues.


 


(iii)          
Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date
shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving
effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04,
and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution
Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant
to Section 4.04(a).


 


(iv)          
Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect
to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for
all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or
update of such Appraisal) of the related Mortgaged Property.


 


(v)          
Any reference to “expense of the trust” or “additional trust fund expense” or words of similar
import shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related
Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor
Agreement refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit
the following application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata
and pari passu, to the Trust and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated
Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with
respect to the Serviced AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, pro rata and pari
passu, by the Trust and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated
Principal Balances of the related Mortgage Loan and Serviced Pari Passu Companion Loan.


 


[End of Article I]


 






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Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in
trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in,
to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding
Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f),
6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, Sections 20 and 21 of the Mortgage Loan
Purchase Agreement among the Depositor, Benefit Street Partners CRE Finance LLC and BSPCC, and Sections 20 and 21 of the Mortgage
Loan Purchase Agreement among the Depositor, Starwood Mortgage Funding VI LLC and Starwood, (iii) the Intercreditor Agreements,
and (iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest
due and payable on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments of principal collected on or before
the Cut-off Date. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding
Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of
Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)),
6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, Sections 20 and
21 of the Mortgage Loan Purchase Agreement among the Depositor, Benefit Street Partners CRE Finance LLC and BSPCC, and Sections
20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, Starwood Mortgage Funding VI LLC and Starwood, it is intended
that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned
Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and
14 in connection therewith.


 


(b)           In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters
of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies
to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements
of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to


 



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any Mortgage Loan, any of the documents and/or instruments referred
to in clauses (ii), (iv), (vii), and (ix) of the definition of “Mortgage File” (or,
if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because
of a delay caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered
within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of
the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed
to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument
(certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered
to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be
a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii),
and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or
recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument has been
lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence
of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance
company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before
the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller
or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required
to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the
assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not already
assigned pursuant to clause (iii)), clause (x) (to the extent not already assigned pursuant to clause (iii))
or clause (ix) of the definition of “Mortgage File” solely because of the unavailability of filing or recording
information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the


 



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delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering
with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of
Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in fully complete
and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty
(180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall
consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less
often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain
from the appropriate public filing office or county recorder’s office the applicable filing or recording information as to
the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the
delivery of any such assignments shall be subject to clause (e) of the final proviso to the definition of “Mortgage
File” herein. If, in accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c)
of this Agreement, as to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing,
as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage
File”, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such
Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or
filing information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit
referred to in clause (xii) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in
the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on
behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders of JPMCC Commercial Mortgage
Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3”, and a copy to the Custodian or,
if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment
or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled
above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan Seller shall
be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate
of the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an
Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the


 



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applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within thirty
(30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn
by the Master Servicer on behalf of the Trust.


 


(c)          
Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage
Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage,
each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances
provided for in the last sentence of this subsection  (c) and except in the case of a Non-Serviced Mortgage
Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly
(and in any event within one hundred twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s
actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate,
each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or
to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered
to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document
or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it
is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a
defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee
shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage
Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly
recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation
of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who
may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related


 



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Mortgage Loan Seller’s
expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the
expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of
the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and
retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an
Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other
and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)           All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial statements, operating statements and any other information provided by the
respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including
such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared
by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5)
Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)          
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 



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(f)           
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
accounts maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held
in the name of the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer)
for deposit into Servicing Accounts.


 


(g)           With respect to the Mortgage Loans secured by the Mortgaged Properties identified as “Sheraton Salt Lake City”,
“Embassy Suites Charleston”, “Embassy Suites Busch Gardens Hotel”, “Homewood Suites Nashville Downtown”,
“Embassy Suites Palmdale”, “Hilton Garden Inn Ridgefield Park”, “Embassy Suites Lake Buena Vista”,
“Doubletree Fayetteville”, “Holiday Inn Express Bentonville”, “Fairfield Inn & Suites Springdale”,
“Hilton Home2 Suites Layton”, “Hampton Inn Suites Orlando South Lake Buena Vista”, “Holiday Inn Express
– Aiken”, “Comfort Suites Raleigh-Durham Airport”, “Best Western Ellensburg” and “Holiday
Inn Express Canton” on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort
letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the related
Mortgage Loan Seller or its designee will be required to provide any such required notice or make any such required request to
the related franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing
Date (or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts
in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new
document or acknowledgement as may be contemplated under the existing comfort letter).


 


(h)           Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading
such Diligence Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event
later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor an officer’s certificate to the addresses set forth for such
parties in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the electronic copies of the documents
and information uploaded to the Intralinks Site constitute all documents and information required under the definition of “Diligence
File” (the “Diligence File Certification”).


 


(i)           
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant
to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance
with the related Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming
a Specially


 



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Serviced Loan prior to such
Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until
the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit need be amended
(including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift
Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) 180 days
following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such
Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01,
and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note
to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be
conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating
to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift
Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause
(a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan
documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced
Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii)
of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the
related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to
deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled
to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of,
the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of
the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


Section 2.02     Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice
of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or
a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage
Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and
shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)           Within sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers


 



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constituting the Mortgage Files and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder
(so long as no Consultation Termination Event shall have occurred and be continuing), the Trustee, the Certificate Administrator,
the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full) that, except as specifically identified in any exception
report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of
the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii),
a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report,
the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably
acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never
delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not
been returned by the filing office or the recorder’s office).


 


(c)          
 The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder
and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception
report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein
and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)           Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in
the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return
of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation
on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant


 



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to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and,
with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the
Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination
Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit
with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection
Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan
Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter
of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies
the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund,
at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until
same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage
Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the
Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of
a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan
Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in
accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any
taxes payable on income or gain with respect thereto.


 



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(e)          
 It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the
definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or
any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented
purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)          
 If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does
not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be
defective on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify
the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder,
the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter
thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage
Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller
and separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan
Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


 



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Contemporaneously with
its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit D to the applicable Mortgage Loan Purchase Agreement to the applicable party(ies) thereto that permits
such party(ies) to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents
and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement
by the Trust Fund, subject to any limitations set forth in the related Mortgage Loan Purchase Agreement. Pursuant to the related
Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable
Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation
of all such Mortgage Loan documents has been completed.


 


(g)           If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person
for a Mortgage Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request,
a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it
receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase
Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request
or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special
Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format
so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1
Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the
applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each
case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request is received by the Repurchase
Request Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable,
(iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from
the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to
this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement
of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no
information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute
a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage
Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


 



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In the event that the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request
to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced
Loan or REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase Request’
under Section 2.02 of the Pooling and Servicing Agreement relating to the JPMCC Commercial Mortgage Securities Trust
2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 requiring action by you as the ‘Repurchase Request
Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as
applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party
shall comply with the procedures set forth in this Section 2.02(g) with respect to such Repurchase Request. In no event
shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02
of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given,
and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice
of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be
provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially
Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase
or replacement.


 


Section 2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby
represents and warrants that:


 


(i)             The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)            Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable


 



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against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the
validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)         
  The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)           After its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced
Loan) or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing
that the applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan
Seller’s discovery of any Material Defect, (ii) such
Mortgage Loan Seller’s receipt of notice of any Material Defect from any party to this Agreement or (iii) in the case
of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage
Loan to be treated as a qualified mortgage, the earlier of (x) the discovery of any Material Defect by any party to this Agreement
or (y) receipt of a notice of any Material Defect by the applicable Mortgage Loan Seller (such 90-day period, the “Initial
Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own
expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to
this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable),
at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no


 



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substitution will be permitted)
for such affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided that
in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer
for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material Defect
resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of “Mortgage File” by a date not later
than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within
the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such
Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing
immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure
Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding
any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect
to the Whole Loans, for which no substitution will be permitted)) and provided, further, that with respect to such
Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the
Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider),
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage
Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such
Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller
is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material
Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage
Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard
to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified
mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable
Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted
by wire transfer to the Master Servicer for deposit into the Collection Account.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially
Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf of the Trust (and, with respect to
any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in


 



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accordance with Section 3.05(g) of this Agreement. The Special Servicer shall determine the amount
of any applicable Loss of Value Payment (with the consent of the Directing Certificateholder in respect of any Mortgage Loan that
is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) and, in the case of any
PSA Party Repurchase Request with respect to Non-Specially Serviced Loans prior to the occurrence of a Resolution Failure, shall
communicate such amount to the Master Servicer for its enforcement action with the applicable Mortgage Loan Seller. In connection
with any such determination with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special
Servicer, but in any event within the time frame and in the manner provided in Section 3.19, with the Servicing File
and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s
possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to the extent
set forth in Section 3.19 in order to permit the Special Servicer to calculate the Loss of Value Payment as set forth
in this Section 2.03(b). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the
Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment
shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Master Servicer or the Special Servicer,
as applicable, on behalf of the Trust, provided that (i) prior to any such agreement or settlement, nothing in this
paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising
any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement
or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage
Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a
Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage
Loan to be treated as a qualified mortgage) may not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced
Mortgage Loan, if a Material Document Defect under, as such term or any analogous term is defined in, the related Non-Serviced
PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage Loan Seller (or other responsibly
party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related Mortgage Loan Seller shall
promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however, that the
foregoing shall not apply to any Material Document Defect related to the promissory note for the related Non-Serviced Companion
Loan.


 


If any Breach pertains
to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the
related Mortgagor to


 



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bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s),
then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result
of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees and reimbursable expenses
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, however,
that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either
repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in
the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses
and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.
To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained
from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall
be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer
to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase
or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase
Agreement, no delay in the discovery of a Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to
repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt
notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual
knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a
defective obligation to be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from curing
such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole
or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage
facility, theater or fitness


 



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center (operated by a borrower), then the failure to deliver copies of the UCC Financing Statements
with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release in
lieu of repurchase would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)          
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document
in the Mortgage File to be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed
to materially and adversely affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a))
and to be deemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan:
(a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from
the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage
File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related
Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage
File of the item called for by clause (viii) of the definition of “Mortgage File”; (d) the absence
from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon
or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter
of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan,
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in subclauses (a) through (f) of this
Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under
the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in subclauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related


 



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Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy of the document with respect
to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or copy,
as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian
under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of “Mortgage
File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material
Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months
following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its
document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian
has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage
Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document
is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 6(e)
of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any
such loss to the extent provided for in Section 8.01 hereof.


 


(d)           In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage
Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          
Section 6(e) of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, Special Servicer or Trustee to take any action against BSPCC or Starwood,
as applicable, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation,
pursuant to Sections 20 and 21 thereof.


 






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(f)          
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to
such extent and at such time as the Enforcing Servicer would require were it, in its individual capacity, the owner of the affected
Mortgage Loan(s). Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the applicable
Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable
Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing Servicer
shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses
or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein
out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the
conclusion of such enforcement action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on
deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall
be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)           If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or,
with respect to a Specially Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such
Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the
reimbursement to the related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect
to a Specially Serviced Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in
accordance with the Servicing Standard.


 



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(h)           If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other
Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other
Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying
Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying
Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding
Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms
of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)           
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and
(iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the
Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.


 


(j)           
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues
to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and
the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then
both parties have agreed in the related


 



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Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage
Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)           (i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as
Operating Advisor) that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase
Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the
Special Servicer, and the Master Servicer or the Special Servicer, as applicable, shall promptly forward it to the related Mortgage
Loan Seller and each other party to this Agreement and take the actions required under Section 2.03(b). Subject to
Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


 


(ii)          In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan,
that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable
Mortgage Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request” and, either
a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and the
Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior
to the occurrence of a Resolution Failure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the
Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs
with respect to a PSA Party Repurchase Request, the provisions described below under Section 2.03(l) shall apply.


 


(iii)          
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall
apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is
sent to the related Mortgage Loan Seller.


 


(l)           
 (i)  Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request
made by any party other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other
than the Directing Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced
Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
PSA Party Repurchase Request, along with the Servicing File and all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such Non-


 



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Specially Serviced Loan and, if applicable,
the related Serviced Companion Loan(s), either in the Master Servicer’s possession or otherwise reasonably available to the
Master Servicer, and reasonably requested by the Special Servicer to the extent set forth in Section 3.19. Upon receipt
of such Master Servicer Proposed Course of Action Notice and such Servicing File, the Special Servicer shall become the Enforcing
Servicer with respect to such PSA Party Repurchase Request.


 


After a
Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated
by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed
Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial
Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice available
to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s Website)
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated
to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred) the Directing Certificateholder
regarding any Proposed Course of Action. Such notice shall include (a) a request to Certificateholders to indicate their agreement
with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed
Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses received after
such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with
the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing
Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed
by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case
may be, (c) a statement that the responding Certificateholders will be required to certify their holdings in connection with such
response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course
of Action will be taken into consideration and (e) instructions for the responding Certificateholders to send their responses to
the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within fifteen (15) Business
Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share
the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating
agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken
into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course
of Action. The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders regarding
such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with
this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate
Administrator’s


 



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tabulation of the majority
of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the
Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with
respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate
Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the
Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage
Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written
notice (a “Preliminary Dispute Resolution Election Notice”) within thirty (30) days from the date the Proposed
Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”)
indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and
the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action indicating a recommendation to undertake mediation or arbitration, such responses
shall be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining
the course of action approved by the majority of responding Certificateholders.


 


(ii)          
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the
sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


For the
avoidance of doubt, no party other than the Enforcing Servicer shall be obligated to exercise such rights.


 


(iii)         
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election
Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner
(each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall
consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the
Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing


 



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Servicer deems in good faith to be in accordance with the Servicing Standard
relating to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute
Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision
to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to enforce the rights of the Trust with respect to the Repurchase Request and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.


 


(v)         
 If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant
to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party or that should have been known to such party with the exercise of reasonable diligence at
the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to determine
a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


For the
avoidance of doubt, no party other than the Enforcing Servicer shall be obligated to exercise such rights.


 


(vi)         
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain


 



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the Enforcing Party, if the Enforcing Servicer has commenced litigation
with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest
of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


(vii)        
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described below.


 


(viii)       
For the avoidance of doubt, neither the Depositor, any Mortgage Loan Seller nor any of their respective Affiliates shall
be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(m)          If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)       
    The mediation shall be administered by a nationally recognized mediation services provider selected
by the related Mortgage Loan Seller within 30 days of written notice of the Enforcing Party’s selection of mediation
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the
“Mediation Rules”) promulgated by the Mediation Services Provider.


 


(ii)          
The mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation
and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions
and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of
at least ten potential mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services
Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


 


(iii)         
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
ten (10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(iv)         
The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between
the Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)          
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)           
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related
Mortgage Loan Seller within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider,
the “Arbitration


 



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Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)          
The arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation
and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)         
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its
appointment, the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by
the parties, with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have
the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance
with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and
other prehearing and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)         
The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and
submission of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related
Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies
not consistent with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages
in any arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution
Election Notice at


 



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the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration
(including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall
award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion.
The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered
to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or
vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)        No person may bring a putative or certificated class action to arbitration.


 


(o)           The following provisions shall apply to both mediation and third-party arbitration:


 


(i)           
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)          
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in
the course of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 






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(iv)         
In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be
a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf,
and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that
in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s
decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)          
In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)         
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent
provided in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide
any 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1
Notice the information required pursuant to Section 2.02 and (C) the applicable Mortgage Loan Seller shall be permitted
to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1
or Item 1104 of Regulation AB.


 


(vii)         For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with
respect to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)        Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as Trust Fund expenses.


 


Section 2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC. Concurrently


 



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with such assignment and delivery, and in exchange
for the Mortgage Loans and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, (i) the
Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) 
the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iii) immediately
thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the
Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the
entire beneficial ownership of the Upper-Tier REMIC (and, in the case of the Class R Certificates, the Class LR Interest
and the Class UR Interest).


 


[End of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01     The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and
the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it
is obligated to service in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust
and in the best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the
Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the
subordinate or pari passu nature of such Companion Loans, as applicable (as determined by the Master Servicer or Special
Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and,
with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan(s), taking into account the subordinate
or pari passu nature of the Companion Loan(s), as applicable. With respect to each Serviced Whole Loan, in the event of
a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master
Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with
the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and


 



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administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned
by the Master Servicer or the Special Servicer, as the case may be, with a view to (A) the timely recovery of all payments
of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan
or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and
any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as
if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the
Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders
of the related Companion Loan(s) constituted a single lender), taking into account the subordinate or pari passu nature
of the related Companion Loan(s), as applicable), as determined by the Master Servicer or the Special Servicer, as the case may
be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent,
institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict
of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller or any
other parties to this Agreement; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt
relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the
Master Servicer’s or the Special Servicer’s, as the case may be, or any of its Affiliates to receive compensation for
its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing
or management for others of (a) any Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan or (b) any other mortgage loans,
subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without
limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan(s) the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation
of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage
Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one of their respective Affiliates is a Mortgage
Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with any Major


  



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Decision and (ii) any REO Properties (other than the
Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not
have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this
Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by
the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19, the Master Servicer shall
be obligated to service and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The Special Servicer
shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements
and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially
Serviced Loans in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer may
contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information
have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation
of the Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer
or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion
Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or
the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances
and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended
solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such
Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision
hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to
the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the
amount reflected in such determination.


 


(b)           Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done
any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or


 



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desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments
or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release
or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to
terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below
in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to
Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall
(i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of
Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee
and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished,
to the Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special
Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as
the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee
shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with
respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained
herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the
Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any
requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the
manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable, shall then provide
five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter
time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance
with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
consent or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or


 



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(ii) take
any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any
state.


 


(c)          
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to
who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for
the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)           The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee,
as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be
the beneficiary under each such


 



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letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee, that any notices of default under such Ground Lease and required to be delivered to the leasehold mortgagee pursuant
to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notice to the Special Servicer),
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter
of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of
costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.
Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform
its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)           Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)           Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)           
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the


 



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Trust and the related Serviced Pari Passu Companion Loan(s),
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s).


 


(j)           
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or
not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with
respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund
shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date
such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, further, however, that if, in the
case of any Serviced Whole Loan, the related Serviced Companion Loans continue to be included in Other Securitizations, then for
so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master
Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within
three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or
in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect
to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on
the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)           Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall
use reasonable efforts consistent with the Servicing Standards to enforce the


 



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rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)           
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the
related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor
Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until
such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in
accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates
then outstanding.


 


(m)          Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)           In connection with the securitization of any of (a) the Salesforce Tower Pari Passu Companion Loan, (b) the 1 Kaiser Plaza
Pari Passu Companion Loan, (c) the National Business Park Pari Passu Companion Loan, (d) the 100 East Wisconsin Avenue Pari Passu
Companion Loan (prior to the related Servicing Shift Securitization Date), (e) the Hillside Industrial Pari Passu Companion Loan
or (f) the Embassy Suites Lake Buena Vista Pari Passu Companion Loan, while it is a Serviced Companion Loan, upon the request of
(and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer
(if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to
cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02    
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion Loans
it is obligated


 



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to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standard). For the avoidance of doubt, nothing herein or in the loan agreement for the Amazon
Buckeye Logistics Center mortgage loan requires the Master Servicer or the Special Servicer, as applicable, to collect or pay any
fees due from the borrower to CBRE Loan Services, Inc., referred to as “Subservicer” in such loan agreement. The Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent
payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer
or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing
waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to
such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may
be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the
occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional
waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice
from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder
shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during
the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge
in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect to the foregoing
waivers.


 


(b)           (i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in
respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders
of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or


 



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reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest) accrued
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the
aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that either (A) was
not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated
Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to
which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan then due
and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of default interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 



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eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees); and


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan
in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)          
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each
Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s) pursuant to the
related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with
respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest) accrued
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) after taking into account any


 



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allocations pursuant to clause fifth below or clause fifth of
the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this
clause third that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan to the
extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of default interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees);


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)          
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a


 



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Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan(s), as applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)          
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)              
[RESERVED]


 


(e)          
With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter
of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer
shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless
otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)           
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following the related
Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other
applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the
holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced
PSA. The Master Servicer shall, within two (2) Business Days of receipt of available and properly identified funds, deposit into
the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


 


Section 3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if
applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit
of the Certificateholders and the related Serviced


 



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Companion Noteholder collectively, but this shall not be construed to modify
respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing
Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents,
as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited
from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan or Companion Loan as described below or, if not so required,
to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan,
apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in
error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and
terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts,
to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that
in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income
or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer
may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)           The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced
Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for
the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer
as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s).
Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts
(including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan
and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and any related Companion


 



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Loan, as applicable, does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer,
in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans or Companion Loans, as applicable, that
it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with its obligation to make payments in respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such
items.


 


(c)          
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special
Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request
for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession
regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated,
out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other
than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon
at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying
payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence
by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.


 



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Upon the Master Servicer’s
reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in
accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made
such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master
Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate,
at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c),
the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction
of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such
Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this
Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the
contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability


 



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determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then
from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master
Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of
the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan(s); provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as applicable). The Master Servicer or Trustee may elect to
obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)           In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided


 



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for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)          
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or
completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the
Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and
the date as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any
such failure to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required
to be or to have been taken or completed.


 


Section 3.04     The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account. (a)  The Master Servicer
shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer shall
deposit or cause to be deposited and in no event later than the second Business Day following receipt of properly identified funds
(in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date,
which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any
amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other
than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)           
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)          
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)         
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 



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(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that
are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the
Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund
and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)          any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)         any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in


 



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accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the
Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master
Servicer shall give notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location
of the Collection Account prior to any change thereof.


 


(b)              
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders and
the Trustee as Holder of the Lower-Tier Regular Interests and (ii) the Upper-Tier REMIC Distribution Account for the benefit
of the Certificateholders. The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master
Servicer Remittance Date therein, for deposit in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds
attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c) and (d) of the definition of Available Funds) for the related Distribution Date.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, upon the later of (i) two (2) Business Days following the Companion
Paying Agent’s receipt of properly identified and available funds and (ii) the same business day that such properly identified
funds become available to the Companion Paying Agent (to the extent consistent with the related Intercreditor Agreement), deposit
in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms
of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however, that the
Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced
Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master Servicer Remittance
Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately available funds, to the extent
received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed
to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding
the preceding, the following provisions shall apply to remittances relating to the Serviced Companion Loans that have been deposited
into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection
Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and
payable to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master
Servicer be required to transfer to the Companion Distribution Account any portion thereof that


 



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is payable or reimbursable to or
at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement;
(2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in
Section 4.01(j), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.
With respect to any Serviced Whole Loan, in the event the Master Servicer receives any properly identified and available late collections,
the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within one (1) Business Day following receipt
of such late collections, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this
Agreement and the related Intercreditor Agreement; provided, however, that to the extent any such amounts are received
after 3:00 p.m. New York City time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to
remit such late collections to the related holder of such Serviced Companion Loan within one (1) Business Day of receipt of properly
identified and available funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of
receipt of properly identified and available funds.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account
and the Companion Distribution Account may be subaccounts of a single Eligible Account, which shall be maintained as a segregated
account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)           
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)         
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection
Account pursuant to Section 9.01);


 


(iv)         
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any
provision of this Agreement.


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i)


 



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 through (v), the Master Servicer shall not have delivered to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account, the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master
Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such
payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not
including) the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution
Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds
may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator, in Permitted Investments
selected by the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time
on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and
any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted
Investments shall be made in the name of “[name of successor certificate administrator], as Certificate Administrator, for
the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the JPMCC Commercial Mortgage Securities Trust
2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 as their interests may appear”, or in the name of
any successor trustee, as Trustee for the Holders of the JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage
Pass-Through Certificates, Series 2016-JP3 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the
Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may


 



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be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account shall be
located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master
Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC Distribution Account and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account),
the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account, the REO Account, and the Interest
Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier
REMIC; the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Companion Holders, as applicable; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned
on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)          
[RESERVED]


 


(d)           [RESERVED]


 


(e)          
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such
funds to the Master Servicer who shall then remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the
related Intercreditor Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion
Distribution Account.


 


(f)           
 Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related
Non-Serviced PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)           [Reserved].


 


(h)           [Reserved].


 






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(i)           
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered
by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC. Furthermore, for all federal
tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat any amounts
paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust
to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be
the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income
earned thereon.


 


Section 3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account) for any of the following purposes (the following not being an order of priority and without duplication
of the same payment or reimbursement):


 


(i)            (A)  no
later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and
(B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in
the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)          
(A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a
Division of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer
the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage
Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially
Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related
Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such
REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected


 



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Loan, as applicable, and any expense incurred by the Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then out of general
collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or
Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than
any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating
Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or
REO Loan (in each case, other than any related Companion Loan), as applicable, being limited to amounts received on or in respect
of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset
Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced
Loan or REO Loan (in each case, other than (i) any related Companion Loan, (ii) the 100 East Wisconsin Avenue Whole Loan and (iii)
any Non-Serviced Mortgage Loan), as applicable, the Asset Representations Reviewer’s right to payment of the Asset Representations
Reviewer Fee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan
(in each case, other than (i) any related Companion Loan, (ii) the 100 East Wisconsin Avenue Whole Loan and (iii) any Non-Serviced
Mortgage Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of
payments, P&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review
Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)         
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances


 



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were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the
related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective
Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that,
with respect to any Serviced AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the
related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to
the related Serviced Mortgage Loan and Serviced AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however,
that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall
additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of
general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account
from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
provided, further, that


 



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if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances
made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only,
subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general
collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal
portion of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1)
above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole
Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a
Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and
pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in
accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion
Loan(s). and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances
relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan(s)), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any AB Whole Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are allocated to the related Serviced
Mortgage Loan and Serviced AB Subordinate Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole
Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage
Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property
and the deposit into the Collection Account of all amounts received in connection therewith;


 



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(vi)         
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I
Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause 
(iii) or clause  (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable,
any interest accrued and payable thereon in accordance with Sections  4.03(d) and 3.11(d), (b) any
unreimbursed Servicing Advances (including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount)
pursuant to clause (iv) or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d)
and Section 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself,
the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon;
provided that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced
Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan, and interest on Servicing
Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and
pari passu, out of collections on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s)
in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
out of collections on the related AB Subordinate Companion Loan and then, pro rata and pari passu, out of
collections on the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)        
to reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any
unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance
of its duties under Section 2.02 and/or Section 2.03 of this Agreement or out of the enforcement of the
repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan, being limited to that portion of the Purchase Price,
the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense
in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)       
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,


 



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and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the performance of its duties under Section 2.02 and/or Section 2.03
of this Agreement or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds,
and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB
Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loans;


 


(ix)          
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and
then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu
Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan
and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each
case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)           
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment


 



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Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than
Penalty Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan),
but only to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect
to the related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to
pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess
and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced
Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments;
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty
Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that
all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are
not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)          
to recoup any amounts deposited in the Collection Account in error;


 


(xii)         
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(k),
Section 6.04(a) or Section 6.04(b); provided that, in case of such reimbursement (other than a
reimbursement of any amounts payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any), and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiii)         to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections  3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent


 






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payable out of the Trust Fund,
(b) the cost of any Opinion of Counsel contemplated by Sections  13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any), and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiv)        to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)         to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)          
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously
purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating
to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received
thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic
Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)      to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 



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(xix)         [Reserved];


 


(xx)          to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxi)         to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)        to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property basis, for the purpose of justifying any request
for withdrawal from the Collection Account. Notwithstanding the above, no written certificate is required for a payment of Special
Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Mortgage Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan(s), as applicable.


 


(b)           The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 






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(i)          to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c);


 


(ii)         to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)        to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)        to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate
Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the
Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d),
(C) the Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii)
to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of
the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated
by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement requested by
the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Certificateholders,
in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)         to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)        to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
the Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)       to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


(viii)      to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)         [Reserved]


 



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(d)         The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)          to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in
respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


(ii)         to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)         [Reserved].


 


(f)          Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be
paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of
Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit
in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate
Administrator Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit
in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 
3.05(a)(iii), (a) (iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to
the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third to the Master
Servicer and then to the Operating Advisor.


 


(g)         If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv)
below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2)
with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special
Servicer with five (5) Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments
(up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection
Account for the following purposes:


 


(i)          to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO
Property (together with any interest on such Advances);


 


(ii)         to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to


 



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such Mortgage Loan or any related Serviced REO Property that constitutes or, if
not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)        to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case
may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


 


(iv)        following the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding
clauses  (i)- (iii) in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)         On the final Distribution Date after all distributions have been made as set forth in clauses (i) through
(iv) above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any
amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset
any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional
Trust Fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)         Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to
the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to
the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


(i)          The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06     Investment of Funds in the Collection Account and the REO Account. (a)  The Master Servicer may direct
any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for
purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository
institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the


 



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date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment
of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or
REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party
may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC),
the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably
necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
shall:


 


(i)          consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


(ii)         demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the Investment Account.


 


(b)         Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date
related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with
respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal
at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and
investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period
from and including any Distribution Date to and including the immediately succeeding Master


 



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Servicer Remittance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c).
In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special
Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer
or Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing
Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein,
no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(c)         Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall
maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable). If
the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required
Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property)
shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable
interest therein and such


 



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insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,
can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control
Termination Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is
not available or not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder
(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
with the consent of the related AB Whole Loan Controlling Holder) by the Master Servicer (with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default as determined by the Special Servicer; provided, however, that if any Mortgage permits the holder
thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or,
with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements
as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan; provided,
further, that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting
from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special
Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other than with respect
to any Excluded Loan) the consent of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control
Appraisal Period, the related AB Whole Loan Controlling Holder, as applicable) and only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,
can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer
as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than
any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related
Mortgage Loan documents unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination
Event and (ii) (other than with respect to any Excluded Loan) with the consent of the Directing Certificateholder or, prior
to the occurrence and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, as applicable)
that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance
Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause,
with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans
(other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the
Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the
name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount
not less


 



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than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property,
as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced
Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions,
(iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted
under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured
party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and
(vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer
authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer
under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property
or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and
the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant
to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect
of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage
Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance
(so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not,
for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan and Serviced Companion Loan(s) (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion
Loan(s) so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount
on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would
not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out
of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as
if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be
required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged
Property unless such insurance was required at the time of origination of the related Mortgage Loan and is currently available
at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to


 



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either purchase insurance against the risks specified in the Additional Exclusions
or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if
it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon
the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor
fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the
Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default,
the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard
to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance
consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense
of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver
such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for
those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage
Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage
Loans then included in the Trust. During the period that the Special Servicer is evaluating the availability of such insurance
or waiting for a response from the Directing Certificateholder or the related AB Whole Loan Controlling Holder, as applicable,
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain such insurance and will not be in default of its obligations as a result of such failure.


 


(b)         (i)  The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property
(other than with respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the
trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements
on the REO Property, and (2) the outstanding principal balance owing on the related Mortgage Loan and any related Serviced Companion
Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions.
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced


 



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Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion
Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the
extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 


(ii)         If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)         Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy
with a Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The
Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in
their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case


 



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may be, and
shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)         At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if
applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as
amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with
the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly
make a Servicing Advance for such costs.


 


(e)         During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded
Loan and prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder)
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount
on deposit therein is insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance unless
determined to be a Nonrecoverable Advance, and otherwise shall be paid to the Special Servicer from the Collection Account.


 


(f)          Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A2” by Moody’s and “A-” by Fitch (if rated by Fitch), the Master Servicer (or
its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with
respect to any of its obligation under this Section 3.07.


 



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(g)         Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08     Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)          provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)         provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer (with respect
to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion
Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the
Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Non-Specially
Serviced Loans, the Master Servicer has made a written analysis and recommendation and obtained the prior written consent (or deemed
consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the five (5) or ten (10) Business
Day review period of the Directing Certificateholder (or, with respect to such five (5) Business Day period, such longer period
as required by the related Intercreditor Agreement for review by any related Companion Holder), after receipt (unless earlier objected
to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect
to such waiver or exercise of such right together with such other information in the Master Servicer’s possession that is
reasonably requested by the Special Servicer, (ii) with respect to all Specially Serviced Loans and Non-Specially Serviced
Loans, and other than with respect to any Excluded Loan, the Special Servicer shall, prior to consenting to such a proposed action
of the Master Servicer and prior to itself taking such an action, obtain, prior to the occurrence and continuance of a Control
Termination Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced
AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the AB Whole Loan Controlling
Holder, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan, upon consultation with the Directing Certificateholder pursuant to Section 6.08(a) hereof, which consent shall
be deemed given ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five
(5) Business Days) after receipt (unless earlier objected to


 



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by the Directing Certificateholder) of the Master Servicer’s
(if applicable) and the Special Servicer’s written analysis and recommendation with respect to such waiver together with
such other information in the Master Servicer’s or Special Servicer’s possession that is reasonably requested by the
Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement),
and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000,
(y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage
Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted
or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage
Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to subclauses (y) and (z) of this subclause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with
the Operating Advisor. For the avoidance of doubt, the Master Servicer shall only be required to provide a written analysis and
recommendation to the extent it is recommending waiver pursuant to this Section 3.08(a).


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as applicable,
shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, then for so long as such Mortgage Loan or related
Serviced Companion Loan is being serviced under this Agreement, (1) the Special Servicer, on behalf of the Trustee as the mortgagee
of record, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan) and related Serviced Companion
Loans, shall determine in accordance with the Servicing Standard whether conditions to a transfer or assumption have been satisfied,
or (2) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to any Non-Specially Serviced Loan
for


 



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which there is no mortgagee discretion in approving a transfer or assumption or for which there is no discretion in determining
whether conditions to a transfer or assumption have been satisfied, shall make such determination with respect to whether such
conditions have been satisfied.


 


(b)         As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)         requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer (with respect
to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion
Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or
other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i) with respect to all Non-Specially Serviced Loans, the Master Servicer has made a recommendation and obtained the
prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after
the five (5) or ten (10) Business Day review period of the Directing Certificateholder (or, with respect to such five (5) Business
Day period, such longer period as required by the related Intercreditor Agreement for review by any related Companion Holder),
after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written
analysis and recommendation with respect to such waiver or exercise of such right together with such other information in the Master
Servicer’s possession that is reasonably requested by the Special Servicer, (ii) with respect to any Mortgage Loan other
than an Excluded Loan, the Special Servicer has obtained prior to the occurrence and continuance of a Control Termination Event,
the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, the AB Whole Loan Controlling Holder, to
the extent required under the Intercreditor Agreement), which consent shall be deemed given ten (10) Business Days (or, if
the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt by the Directing
Certificateholder of the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of
such rights together with such other information in the Master Servicer’s or Special Servicer’s possession that is
reasonably requested by the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the AB Whole Loan Controlling Holder, to the extent required under
the Intercreditor Agreement), and (iii) the Master Servicer or the


 



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Special Servicer, as applicable, has obtained Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has
an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage
Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage
Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and
related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest
Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided,
however, that with respect to subclauses (A), (B), (C) and (D) of this subclause (ii),
such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with
the Operating Advisor. For the avoidance of doubt, the Master Servicer shall only be required to provide a written analysis and
recommendation to the extent it is recommending waiver pursuant to this Section 3.08(b).


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer, as applicable,
shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall use reasonable
efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs
not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (1)
the Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Specially Serviced Loans (other
than a Non-Serviced Mortgage Loan), shall determine whether conditions to further encumbrance have been satisfied (provided
that


 



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there is no lender discretion with respect to the satisfaction of such conditions), or (2) the Master Servicer, on behalf
of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Loans for which there is no mortgagee discretion
in determining whether conditions are satisfied, shall make such determination with respect to whether such conditions have been
satisfied.


 


(c)         Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)         Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to
Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan,
and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5
Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan including matters that are Major Decisions and that are otherwise not
Master Servicer Decisions, the Master Servicer shall not agree to such modification, waiver, amendment, consent, request or other
action without the prior written consent of the Special Servicer. In connection with such consent, if the Master Servicer is recommending
such request or action, the Master Servicer shall provide, promptly, but otherwise within a commercially reasonable period of time,
the Special Servicer with written notice of any request for such modification, waiver, amendment, consent, request or other action,
along with the Master Servicer’s written recommendation and analysis, and all information in the Master Servicer’s
possession that may be reasonably requested in order to grant or withhold such consent by the Special Servicer or the Directing
Certificateholder or other Person with consent or consultation rights; provided that in the event that the Special Servicer
does not respond within ten (10) Business Days after receipt of such written notice and all such reasonably requested information,
plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable,
any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent to
such modification, waiver, amendment, consent, request or other action shall be deemed granted.


 


(e)         [Reserved].


 


(f)          Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent
under any “due-on-sale” or


 



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“due-on-encumbrance” clause without the consent of the Special Servicer and
the Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause relating to a Non-Specially Serviced Loan or relating to any Specially-Serviced Loan without ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing
Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder
pursuant to Section 6.08 hereof). The Directing Certificateholder shall have ten (10) Business Days (or, if the
Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt of notice along with
the Master Servicer’s (if applicable) and the Special Servicer’s recommendation and analysis with respect to such proposed
waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably request from
the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause
in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice
from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have
consented to such proposed waiver or consent).


 


(g)         Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable,
with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable
assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the
Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute
a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09     Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing
Standard, to at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain
a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property or comparably convert (which may include
an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related
Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted
pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other
provision hereof. The foregoing is subject to the provision that,


 



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in any case in which a Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend
funds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such
restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer
has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable
Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer,
on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment
taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to
the following sentence, all such offers to be made in a manner consistent with the Servicing Standard. If and when the Special
Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure
or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with
respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a
Servicing Advance.


 


(b)         The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)          such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)         the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to
the related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)         Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 



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(i)          such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)         there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to
Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the
terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each
environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under
such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)         If (i) the environmental testing contemplated by subsection (c) above establishes that either of
the conditions set forth in clauses (i) and (ii) of subsection (c) above of the first sentence
thereof has not been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced
Mortgage Loan, any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties
set forth in or required to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable
Mortgage Loan Seller could be required to repurchase such Defaulted


 



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Loan pursuant to Section 6 of the applicable Mortgage
Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the
Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence
and continuance of a Control Termination Event (or with respect to any Serviced AB Whole Loan, after the occurrence and during
the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event)
and (B) other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder at such time as
it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage
Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property
from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the
Certificate Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other
than with respect to any Excluded Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged
Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special
Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates
entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty
(30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure
to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such
fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)         The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the
Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider
monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan or
defaulted Companion Loan as to which the environmental testing contemplated in subsection  (c) above has revealed
that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied,
in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the
applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has


 



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been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)         The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the
maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)         The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 


Section 3.10     Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may
be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special
Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File.
Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement
to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in
the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have
been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished
if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided
that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall
not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)         From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related


 



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Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)         Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor
Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan, as applicable,
the related Non-Serviced Master Servicer requests in writing delivery to it of the original Note, then the Custodian shall release
or cause the release of such original Note to the related Non-Serviced Master Servicer or its designee.


 


(d)         If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11    Servicing
Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to receive
the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO
Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is
calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due on such


 



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Mortgage Loan or Companion Loan or deemed
to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is
part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the
case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set
forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the
related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required
to take such actions; (ii) 50% of Excess Modification Fees related to any consents, modifications, waivers, extensions or
amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement) that involve
one or more Major Decisions or decisions that are not Master Servicer Decisions, provided that the consent of the Special
Servicer is required to take such actions; (iii) 100% of all assumption application fees received on Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether
or not the consent of the Special Servicer is required) and 100% of all defeasance fees (provided that for the avoidance
of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees
in connection with a defeasance that the Special Servicer is entitled to under this Agreement); (iv) 100% of assumption, waiver,
consent and earnout fees and similar fees pursuant to Section 3.08 and Section 3.18 or other actions performed
in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required
to take such actions and (v) 50% of all assumption, waiver, consent and earnout fees and similar fees (other than assumption
application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced
Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided
that the


 



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consent of the Special Servicer is required to take such actions and only to the extent that all amounts then due and
payable with respect to the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain
as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor
requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts
collected for checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and
shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a)
or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to
additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest
or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in
accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related
to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not
required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive,
between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as
Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any
of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the
right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the
party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of
the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer
had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires


 



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market-rate servicing compensation that accrues at a per annum rate in excess
of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)         As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under
this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)         Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to consents, modifications,
waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption
fees and other related fees received on any Specially Serviced Loans, (iii) 100% of waiver, consent and earnout, pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Specially
Serviced Loans or certain other similar fees paid by the related Mortgagor and (iv) 50% of all Excess Modification Fees and
assumption, consent and earnout fees pursuant to Section 3.08 or Section 3.18 and 50% of all earnout fees
received in all cases with respect to all Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) and, in all cases, for which the Special Servicer’s consent or approval
is required, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to
the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to
Section 3.04(a). Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or
other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date). The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser of (i) the amount
calculated with


 



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respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan and (ii) $1,000,000 in the aggregate with respect to any particular workout of a Corrected Loan; provided, however,
that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any
Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further,
however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate
is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected
Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer
in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced
(but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Loan from which fee would
otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with
respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that
a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer
shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans
or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout
Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns
or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning
or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring
or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer
resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive
timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive
timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special
Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect
to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged
Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to
the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds,
Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with
respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable
based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal
and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled
to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the
foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed
as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or


 



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refers to this Agreement
or indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage
Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges.
The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties,
due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the
Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have the
right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the
party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of
the other party’s portion of such fee.  If the Master Servicer decides not to charge any fee, the Special Servicer shall
nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the
Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


(d)         In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage
Loan, the related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced
PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be


 



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distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and Special
Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing,
Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment
of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer
shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially
Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable
Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and
obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization
Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect
to such Servicing Shift Whole Loan.


 


If a Servicing Shift
Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer shall be entitled
to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of
any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and other rights in
respect of such special servicing role under this Agreement.


 


(e)         With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which may include
HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the


 



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form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)         Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12     Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or
more at least once every twelve (12) months commencing in calendar year 2017 and (ii) less than $2,000,000 at least once every
twenty-four (24) months, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December
31, 2018); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous
twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical
inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided,
further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special
Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan
becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan.
The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall
be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges
actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii),
provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then,
pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan
(if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement


 



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pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a
written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident
from the inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report
has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such
report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special
Servicer and the Master Servicer shall deliver or, if applicable, make available on its website a copy (in electronic format) of
each such report prepared by the Special Servicer or the Master Servicer, as applicable, to the other party, to the Directing Certificateholder
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded
Loan) and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii) the Special
Servicer’s or the Master Servicer’s, as applicable, receipt of such report, provided that the Special Servicer
or the Master Servicer, as applicable, shall use reasonable efforts to obtain such report within 30 days after completion of the
related inspection. Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special
Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report
prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website. In respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of
a Consultation Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing Certificateholder
and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice).


 


(b)         The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan
documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion
Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent
rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls
to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master
Servicer shall make available on its website copies of all the foregoing


 



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items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Depositor, in electronic format, in each case within thirty (30) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing June 30, 2017. Upon the
request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer,
as applicable, shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, shall, upon request, deliver copies of any of the foregoing items
so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


Within forty-five (45)
days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder,
or the Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any quarterly and annual operating statements or rent rolls beginning with the quarter ending December 31, 2016 (if the related
Mortgagor provides sufficient information to report pursuant to CREFC® guidelines) and the calendar year ending
December 31, 2016 with respect to any Mortgaged Property or REO Property, such Master Servicer or Special Servicer, as applicable,
shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report;
provided that any such CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment
Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of each year to
the extent provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and continuation
of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating
Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten
figures), and the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The
Master Servicer and Special Servicer shall, upon request, forward to the other and (prior to the occurrence of a Consultation Termination
Event) the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor
from the prior month and shall, monthly, deliver copies of all the foregoing items so collected thereby to the 17g-5 Information
Provider pursuant to Section 3.13(c). All CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) and REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies
(in electronic format) thereof and, upon request, the related operating statements or rent rolls (in each case, promptly following
the initial preparation and each material revision thereof) to the Certificate Administrator, the Operating Advisor, the Directing
Certificateholder, and with respect to any Serviced Companion Loan, the related Companion Holder, the Special Servicer and, upon
request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information
Provider’s Website. The Master Servicer shall maintain a CREFC® Operating Statement Analysis Report and a
CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property)
or REO Property (other than a Non-Serviced Mortgaged Property).


 



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(c)         At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than
a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)         Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning October 2016, the Master
Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate
Administrator the following reports and data files: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to
the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the
Master Servicer Remittance Date beginning June 2016, the Master Servicer shall deliver or cause to be delivered in electronic format
to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification
Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York
City time) two (2) Business Days prior to the Distribution Date beginning in October 2016, the Master Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and the CREFC®
Appraisal Reduction Amount Template, if provided for such Distribution Date. In no event shall any report described in this subsection
be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections
not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report
is due. In no event shall any report described in this subsection be required to reflect information that has not been collected
by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of
business on the Business Day prior to the Business Day on which the report is due.


 



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(e)         The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the
Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based
on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)
and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of
this Agreement.


 


(f)          Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master
Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special
Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent
with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided
by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party
hereto).


 


(g)         Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement,


 



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report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13     Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee
and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient
to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours
at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for
which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or
(y) execution of a “click-through” confidentiality agreement if such information is being provided through the
Master Servicer’s Internet website; (iii) withhold access to confidential information or any intellectual property;
and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure
of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver
of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer
or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines,
in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable
law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage
Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust
or the Trust


 



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or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master
Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest
of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Upon the reasonable request
of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,
the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case,
solely relating to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained
by the Master Servicer; provided that, in connection therewith, the Master Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect
that such Person is a Holder of Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder
or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will
keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating
any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the
Trust. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specially
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)            The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this Agreement and any amendments and exhibits hereto;


 



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(C)          the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(D)          the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)           The
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR
filings”;


 


(A)          any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(iii)         The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, each of the “surveillance reports” identified as
such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance
Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)          all Operating Advisor Annual Reports;


 


(iv)         The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)         summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)          any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)          the CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis;


 



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(v)          The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)         any notice with respect to a release pursuant to Section 3.09(d);


 


(B)          any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)          any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)           any Asset Review Report Summary received by the Certificate Administrator;


 


(G)          [Reserved];


 


(H)          any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)            any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)           any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)          any notice of termination pursuant to Section 9.01;


 


(L)           any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of
the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 



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(N)          any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared
by the Operating Advisor in connection with such recommendation;


 


(O)          any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any Proposed Course of Action Notice;


 


(S)          any assessments of compliance delivered to the Certificate Administrator;


 


(T)          any
attestation reports delivered to the Certificate Administrator;


 


(U)         any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(V)          the “Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(W)         solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b);


 


provided that with respect to a
Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan,
the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control
Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate
Administrator has been notified of such Excluded Loan.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loan(s)).


 



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Any Person (other than
the Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access
the Distribution Date Statements and the following items made available to the general public: the Prospectus, this Agreement,
the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the
Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class
Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall
be entitled to access all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form
of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that
such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event
the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class
Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the
Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate
Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification
substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such


 



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information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or
Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the
Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or,
with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was
not delivered to the Certificate Administrator in accordance with Section 3.33(a).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely
on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the


 



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Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)         The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “JPMCC 2016-JP3” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)          any notices of waivers under Section 3.08(d);


 


(ii)         any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)        any notice of final payment on the Certificates;


 


(iv)       any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)        any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)       any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)      any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)     any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)        copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 



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(x)         any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)        any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)       any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xiii)      any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant
to Section 7.01;


 


(xiv)      any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to
Section 13.01(a)(ix);


 


(xvi)      any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)     any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies
directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)    any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g);
Section 11.09 or Section 11.10; and


 


(xix)      any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or


 



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is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access shall be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of
Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City
time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “JPMCC 2016-JP3” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


Except as provided in
Section 3.13(d) below, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send
such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document
(i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information
Provider.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line


 



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or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice to such
Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMCC 2016-JP3” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)         The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information
Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe
provided in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able
to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information within
a reasonable time. The Master Servicer or the Special Servicer, as applicable, shall not send such information directly to the
Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


(e)         Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock
Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited and Thomson Reuters Corporation)
with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate
Administrator. Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(f)          Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise make available, solely with respect to the Master Servicer, through the Master Servicer’s
Internet website or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions
of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement


 



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(including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or
(z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
Internet website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such
information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
Internet website, the Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the form
of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case
of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of
Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to
its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of
Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person
is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the
information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with
no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(g)        The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided,


 



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further, that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post
such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)         The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior
to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(i)          None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of
the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as applicable, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in
writing that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates;
provided, however, that the Rating Agencies may use information delivered under this clause (z) for any
purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement or any other confidentiality
agreement to which such Rating Agency is subject) or comprised of information collected by the applicable Rating Agency from the
17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access to) other
than pursuant to this Section 3.13(i).


 


(j)          The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party
hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14     Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property,
the


 



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deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year
in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or
is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate
Administrator and the Master Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the close
of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If
the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)        The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days
after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master
Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change
thereof.


 


(c)        The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of the date that is (x) on or prior to the Determination Date


 



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(or with respect to a Serviced
Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date)
or (y) two (2) Business Days after such amounts are received and properly identified and determined to be available, the
Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit into the Collection
Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property
during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding
sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as
may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other
related expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided
in this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a written accounting of amounts
remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply
all such amounts as instructed by the Special Servicer on the day the Master Servicer receives the written accounting as provided
in the previous sentence.


 


(d)         The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15     Management of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders
and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its
timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in
an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case
of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all
as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as applicable) (as
determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything
to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.
Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that
holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d)
of the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a
different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in
no event later than two (2) Business Days following receipt of such properly identified and available funds) in the


 



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applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)          all insurance premiums due and payable in respect of such REO Property;


 


(ii)         all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)        any ground rents in respect of such REO Property, if applicable; and


 


(iv)        all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)         Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)          permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)         permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)        authorize or permit any construction on any REO Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default
on the related Mortgage Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)        Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning


 



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of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


(c)         The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)          the terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement
reached at arm’s length;


 


(ii)         the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)        any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all
costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation,
those listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such
costs and expenses) to the Special Servicer upon receipt;


 


(iv)        none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with
respect to the operation and management of any such REO Property; and


 


(v)         the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)         When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16        Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a
Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and
within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with
the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining an
Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as
soon as reasonably practicable (but in


 



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any event within thirty (30) days) after its receipt of such an Appraisal. The Special
Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and
other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance
with the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy; provided that the Special Servicer
shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair
value determination.


 


(ii)         If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in
writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice
under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)        If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if
and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan,
under certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced
Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the applicable Non-Serviced Special Servicer
for the related Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than ten (10)
Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’)
prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase
Price, the Special Servicer may


 



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purchase the Defaulted Loan for the Purchase Price (provided that it gives at least ten (10)
Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’)
prior written notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder and there is no higher
offer within such time) or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted
Loan.


 


(iv)        (A)  In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant
to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers
and, subject to subclause (B) below, may accept the highest offer received from any Person that is determined by the
Special Servicer to constitute a fair price for such Defaulted Loan, if the offeror is a Person other than an Interested Person.
In determining whether any cash offer from a Person other than an Interested Person constitutes a fair price for any Defaulted
Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period
and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether
the cash offer constitutes a fair price; provided that no offer from an Interested Person shall constitute a fair price
unless (x) it is the highest offer received and (y) if the offer is less than the applicable Purchase Price, at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month period or, in the
absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will
be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be


 



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reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)           The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect
to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
(taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)). In addition, the
Special Servicer may accept a lower offer from any Person other than the Special Servicer or its Affiliate if it determines, in
accordance with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender (taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to
the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)           Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC
Provisions.


 


(b)           (i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the
case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to
the related Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced


 



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Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan),
if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each
Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the
occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than five (5) days’ prior written
notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell
any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property
in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing
Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer,
or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds
of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant
to a brokerage agreement entered into at arm’s length.


 


(B)           In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to
subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by
the Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it
is the highest offer received and (B) at least two other offers are received from independent third parties. Notwithstanding
anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase any REO Property pursuant hereto.


 


(C)           The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such
offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion
Holder, in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
Special Servicer or a Person that is an Affiliate of the Special Servicer.


 



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(D)          In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)         Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders,
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)         Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)         With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer
shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require
that all offers be submitted to the


 



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Special Servicer in writing. With respect to the Serviced AB Whole Loan, the Special Servicer
shall sell the Serviced AB Subordinate Companion Loan along with the related Mortgage Loan if it determines that a sale of the
Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole Loan in accordance with the Servicing Standard. To the
extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced
Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person and by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related
Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the
written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required
if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the Other Servicer under the applicable Other Securitization, who shall deliver to the related directing certificateholder
for the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice
of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal
for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan that are material to the sale price of such Serviced Pari Passu Whole Loan; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related
Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Serviced Whole
Loan; provided, however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an
offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Pari Passu Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Serviced
Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the
Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar
to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable, from the Interested Person;
provided that Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee.


 


(e)         (i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate


 



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Companion Loan for each applicable Serviced Whole Loan will have
the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such
AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement,
the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)         Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to
purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set
forth in the related Intercreditor Agreement.


 


(f)          Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)         In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17     Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver
all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer
Remittance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution
Account on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)         The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)         Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee,
each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of
such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from
obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending on the
then-current Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided
that, with respect to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require,
prior to the occurrence and continuance of any Control


 



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Termination Event, the consent of the Directing Certificateholder), and
any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer,
the Special Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance
(together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period
(subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance
shall again be payable first from principal collections as described above prior to payment from other collections). In
connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for
principal collections on the Mortgage Loans to be received until the end of such collection period before making its determination
of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however,
that if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion, not
to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during
a one-month collection period will exceed the full amount of the principal portion of general collections deposited in the Collection
Account for such Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall use its
reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make
such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider as soon as practical thereafter.
Notwithstanding the foregoing, failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s,
the Special Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement as described
in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement
of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances
has been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such


 



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election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, right to
reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement
or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and
none of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(d)       
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan),
or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)         Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the
Master Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification
or amendment of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in
Section 11.07.


 


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i)
and Section 6.08, but subject to any other conditions set forth thereunder (including, without limitation, the Special
Servicer’s consent rights pursuant to this subsection (a) with respect to any modification, waiver, amendment,
consent or other action that constitutes a Major Decision or is otherwise not a Master Servicer Decision) and, with respect to


 



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any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole
Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special
Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement), the Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan
and/or Companion Loan or provide a consent thereunder without the prior written consent of the Special Servicer (it being understood
that, if the Master Servicer is recommending such modification, waiver, amendment or consent, the Master Servicer shall provide,
promptly, but otherwise within a commercially reasonable period of time, the Special Servicer with notice of any request for such
modification, waiver, amendment or consent, the Master Servicer’s written recommendation and analysis, and all information
in the Master Servicer’s possession that may be reasonably requested by the Special Servicer in order to grant or withhold
such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business Days (or 30
days in the case of an Acceptable Insurance Default) after receipt of such analysis and all such information reasonably requested
by the Special Servicer in order to grant or withhold such consent, plus the time period provided to the Directing Certificateholder
or other relevant party under this Agreement and, if applicable, any time period provided to a Companion Holder under a related
Intercreditor Agreement, the Special Servicer’s consent to such modification, waiver, amendment or consent shall be deemed
granted; and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall
extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground
Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such
Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such
Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee,
the Certificate Administrator, the Special Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion
of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required
or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that
such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain
the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination
Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon consultation
with the Directing Certificateholder pursuant to Section 6.08 hereof) (which consent or consultation shall be coordinated
through the Special Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the
Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor
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Special Servicer’s consent rights pursuant to this subsection (a), the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer, may modify or amend the terms of any
Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct
or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided
that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event to occur (and the Master Servicer or Special Servicer, as applicable, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


In connection with (i) the
release of a Mortgaged Property, or any portion of such Mortgaged Property from the lien of the related Mortgage or (ii) the
taking of a Mortgaged Property, or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to
approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or Special Servicer, as
applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30


 



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or any successor provision, unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor
if allowed by the terms of the related Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such
amount is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation
to be treated as a qualified mortgage).


 


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan including matters that are Major Decisions and that are otherwise not
Master Servicer Decisions, the Master Servicer shall not agree to such modification, waiver, amendment, consent, request or other
action without the prior written consent of the Special Servicer. In connection with such consent, if the Master Servicer is recommending
such modification, waiver, amendment, consent, request or other action, the Master Servicer shall provide, promptly, but otherwise
within a commercially reasonable period of time, the Special Servicer with written notice of any request for such modification,
waiver, amendment, consent, request or other action, along with the Master Servicer’s written recommendation and analysis,
and all information in the Master Servicer’s possession that may be reasonably requested in order to grant or withhold such
consent by the Special Servicer or the Directing Certificateholder or other Person with consent or consultation rights; provided
that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such written notice
and all such reasonably requested information, plus the time period provided to the Directing Certificateholder or other relevant
party under this Agreement and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement,
the Special Servicer’s consent to such modification, waiver, amendment, consent, request or other action shall be deemed
granted.


 


(b)         If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present
value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion
Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special
Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of
this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded
Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or
after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided that with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of the related AB Control Appraisal Period, the approval
of the related AB Whole Loan Controlling Holder will be required to the extent set forth in the related Intercreditor Agreement
and the Directing Certificateholder shall have no consent or consultation


 



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rights regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Companion Noteholder or with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with
the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the
case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion
of Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan within
the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced
Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20)
years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease
and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to
any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold
estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related
Mortgage Rate.


 


(c)         Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)         To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to
the Special Servicer’s consent rights pursuant to Section 3.20(a) if any such waiver, modification or amendment
constitutes a Major Decision) or the Special Servicer may, consistent with the Servicing Standard, agree to any


 



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waiver, modification
or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably
foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse
REMIC Event to occur. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall
provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor
or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other
Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer
or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other
Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any
prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be
due on the next Due Date with respect to any Mortgage Loan, Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)         Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)          All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case
may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the Special Servicer in accordance with the Servicing Standard).


 


(g)         With respect to any modification, waiver or amendment with respect of a Specially Serviced Loan, the Special Servicer shall
notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following the occurrence
of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder (unless,
with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable),
the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or
the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in
each case, after it is finalized and executed) of any term of any Mortgage Loan or


 



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Companion Loan that is modified, waived or amended
and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed)
for which it is responsible, the Master Servicer shall provide written notice of any such modification, waiver or amendment to
the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence of a
Consultation Termination Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder),
the applicable Companion Holder (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master
Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The
party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being
delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof,
with a copy to the applicable Companion Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s,
as applicable, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator
shall forward a copy thereof to each Holder of a Certificate (other than the Class R Certificates) upon request. With respect to
the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the
Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5)
Business Days immediately following the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence
of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the
form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall
set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably
obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt
service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special
Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that
such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to
the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time
to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and format
for the information set forth in this paragraph.


 


(h)         Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master
Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans
in accordance


 



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with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under
this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage
Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage
Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the
Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an
amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a
certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows
sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole
Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan
documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee,
on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided,
however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent
consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish
a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each
Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a
Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in
the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in
the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the
related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 



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(i)          Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
(subject to the Special Servicer’s consent rights pursuant to Section 3.20(a) with respect to any such action
that constitutes a Major Decision) reasonably determines that allowing their use would not cause a default or event of default
to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the
extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense)
to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC
Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h)
(including receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities
are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(j)          If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be
maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master
Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan
in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or
366 days in the case of a leap year).


 



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(k)         Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance
that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)          Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any defeasance transaction contemplated in the second sentence of Section 3.18(h), the Master Servicer
shall not approve any such modification, waiver, consent or amendment without first having received a copy of an Opinion of Counsel
addressed to the Master Servicer and, upon reasonable request, the Special Servicer that such modification, waiver, consent or
amendment will not cause an Adverse REMIC Event to occur.


 


(m)        Notwithstanding any other provisions of Section 3.08 or this Section 3.18, but subject to any related
Intercreditor Agreement, with respect to Non-Specially Serviced Loans, and subject to the rights of the Special Servicer and the
Directing Certificateholder under Section 6.08 of this Agreement, the Master Servicer may take any of the following
actions without any Directing Certificateholder approval, Rating Agency Confirmation or Special Servicer approval (provided
that the Master Servicer delivers notice thereof to the Special Servicer after completion (and the Special Servicer shall promptly,
prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, deliver notice thereof
to the Directing Certificateholder), except to the extent that the Special Servicer or the Directing Certificateholder, as the
case may be, notifies the Master Servicer or the Special Servicer, as applicable, that such party does not desire to receive copies
of such items) (each of the following, a “Master Servicer Decision”):


 


(i)          approving routine leasing activity, including the granting of subordination and non-disturbance and attornment agreements
and consents involving routine leasing activities that (A) do not involve a ground lease or lease of an outparcel and (B) affect
an area less than the lesser of (x) 30,000 square feet and (y) 30% of the net rentable area of the related Mortgaged
Property;


 


(ii)         approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial
statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(iii)       approving annual operating budgets;


 



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(iv)        subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Mortgage Loan
or Serviced Whole Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


 


(v)         approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited
under this Section 3.18) in connection with a defeasance permitted by the terms of this Agreement, and subject to
certain conditions, including in certain cases, delivery of an Opinion of Counsel (which Opinion of Counsel shall be at the expense
of the related Mortgagor) to the effect that such modification, waiver or consent would not cause either Trust REMIC to fail to
qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC Provisions;


 


(vi)        granting waivers of minor covenant defaults (other than financial covenants);


 


(vii)       as permitted under the related Mortgage Loan documents, payment from any escrow, reserve, or letter of credit except releases
of any amounts from any escrow accounts, reserve accounts or letters of credit held as performance escrows (or reserves) or earn-out
escrows (or reserves) that constitute a Major Decision pursuant to Section 6.08(a)(viii) (including, without limitation,
with respect to certain Mortgage Loans identified on Schedule 3 hereto) unless required pursuant to the specific terms
of the related Mortgage Loan and for which there is no lender discretion;


 


(viii)      (1) any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a Stated
Principal Balance less than $25,000,000 and (y) for which the debt service coverage ratio or debt yield for such Mortgage Loan
(or Whole Loan, if applicable) is greater than the greater of (X) the debt service coverage ratio or debt yield for such Mortgage
Loan as of the origination date of such Mortgage Loan or (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio
or debt yield for such Mortgage Loan as of the most recent quarterly reporting period and (B) where the property management company
will not be an affiliate of the related borrower following such change or (2) or franchise changes (with respect to a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is not required to
consent or approve under the Mortgage Loan documents);


 


(ix)        (A)  grants
of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the borrower’s ability
to make any payments with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan and
consents to subordination of the related Mortgage Loan or Serviced Whole Loan to such easements or rights of way, (B) release
of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (x) to which the related
Mortgage Loan documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions
(and the conditions to the release that are set forth in the related Mortgage Loan documents do not include the approval of the
lender or the exercise of lender discretion) and such release is made as required by the


 



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related Mortgage Loan documents or (y) that
are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the
Mortgaged Property), or (C) the release of collateral securing any Mortgage Loan in connection with a defeasance of such
collateral;


 


(x)         [Reserved];


 


(xi)        any non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not
provided for in clauses (i) through (x) above, which are necessary to cure any ambiguities or to correct scrivener’s
errors in the terms of the related Mortgage Loan or Serviced Whole Loan and any modification, consent to a modification or waiver
of any material term of an applicable Mortgage Loan document to the extent the Directing Certificateholder or any affiliate owns
a controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan, if applicable; and


 


(xii)       in accordance with the last paragraph of Section 3.08(a) or the last paragraph of Section 3.08(b)
hereof, approving, consenting to, disapproving or waiving any assumption, transfer or further encumbrance where the consent of
the lender is not required;


 


provided that
(w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute
a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an
Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting
such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing
Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any
Intercreditor Agreement. The foregoing is intended to be an itemization of actions the Master Servicer may take without having
to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


Section 3.19     Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan), Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master
Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the
Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy
of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its
reasonable efforts to provide the Special Servicer with all information, documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with


 



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respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing
Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when
the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such
Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of
such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the
Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or
(ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant
to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to a Serviced AB Whole Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)         In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)         Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a
Non-Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such
records to enable the Special Servicer to perform its duties under this


 



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Agreement; provided that this statement shall not
be construed to require the Master Servicer to produce any additional reports.


 


(d)         No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to (i) the Master Servicer, (ii) the Directing Certificateholder (but only in respect of any Mortgage Loan other than
any Excluded Loan and in any event prior to the occurrence of a Consultation Termination Event), (iii) the AB Whole Loan Controlling
Holder with respect to the Serviced AB Whole Loan, only to the extent the Serviced AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, (iv) the Operating Advisor (but, other than with respect to an Excluded Loan, only after the
occurrence and during the continuance of a Control Termination Event, and in the case of any Serviced AB Whole Loan, only to the
extent such Serviced AB Whole Loan is subject to an AB Control Appraisal Period), (v) the 17g-5 Information Provider (which shall
promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
(vi) with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the extent
reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of
servicing pursuant to the Servicing Transfer Event:


 


(i)          summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)         a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the
Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel
has been retained;


 


(iii)        the most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)        (A)  the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master
Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a
description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)         the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any
proposed workouts and the status of any


 



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negotiations with respect to such workouts, and an assessment of the likelihood of additional
defaults under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


 


(vii)       the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)        the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together
with an explanation of those adjustments; and


 


(x)         such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


A summary of each Final
Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If within ten (10)
Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving
an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special
Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder
(communicated to the Special Servicer within ten (10) Business Days (or, if the Directing Certificateholder and the Special
Servicer are affiliates, five (5) Business Days)) is not in the best interest of all the Certificateholders, the Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage
Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any
Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days
(or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt and the Special
Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval,
to the Master Servicer, the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the
case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal
Period with respect to the related AB Subordinate


 



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Companion Loan), the Operating Advisor (but only after the occurrence and during
the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other
than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise
such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail
to disapprove such revised Asset Status Report in writing within ten (10) Business Days (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days) of receiving such revised Asset Status Report or until the Special
Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of
the Certificateholders; provided that, if the Directing Certificateholder has not approved the Asset Status Report for a
period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer shall follow
the Directing Certificateholder’s direction, if such direction is consistent with the Servicing Standard; provided,
however, that if the Directing Certificateholder’s direction would cause the Special Servicer to violate the Servicing
Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report; provided, further,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes
a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members,
employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status
Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event
has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall


 



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provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following
the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested
by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not
an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status
Report. The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest
of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the subordinate or pari passu
nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing
Certificateholder (except with respect to any Excluded Loan or, prior to the occurrence and continuance of an AB Control Appraisal
Period, the related Serviced AB Whole Loan) and the Operating Advisor shall consult with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination
Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special
Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant
to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over
any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth
in the related Intercreditor Agreement.


 



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(e)         (i)  Upon receiving notice of the occurrence of the events described in clause (iv) and (x)
of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special
Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special
Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)         After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special
Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary
of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Final Asset Status Report with respect to a Serviced AB Whole Loan prior to the occurrence
and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to
the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and
continuance of a Control Termination Event, within ten (10) Business Days (or, if the Directing Certificateholder and the
Special Servicer are affiliates, five (5) Business Days) of receipt of such draft summary, the Directing Certificateholder approves
of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in
writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver
such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time
the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not
in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall
promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status


 



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Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced
AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period,
which Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan
in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed
approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)         No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20     Sub-Servicing Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires
the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer
or Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation,
by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act
in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicer or Special Servicer, as applicable, any successor master servicer or successor special servicer or any Certificateholder
(or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement
with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial
Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not
permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable,
is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major
Decision and certain other decisions without the consent of the Master Servicer or Special Servicer, as applicable (subject to
the rights of the Directing Certificateholder pursuant to Section 6.08); (viii) with respect to any Sub-Servicing Agreement
entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer,
at the time the related Sub-Servicing Agreement is


 



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entered into, is not a Prohibited Party and (ix) provides that the Sub-Servicer
shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the
expiration of any applicable Grace Period) if, among other things, the Sub-Servicer fails (A) to deliver by the due date any
Exchange Act reporting items required to be delivered to the Master Servicer under Article XI or under the Sub-Servicing
Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to
perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating,
obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under
Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that
the Depositor is a party to. Any successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor
master servicer or special servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor
Master Servicer or Special Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing
Agreement entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may
terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan;
provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances
by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations
and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect
its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO
Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans
and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as
applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions
taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by
the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances
shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances
shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall
notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall
notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)         Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent


 



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required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)         As part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master
Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of
Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such
form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer
other than an Initial Sub-Servicer only, at any time it considers removal to be in accordance with the best interests of the Trust
and/or the Certificateholders and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)         In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the
Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then
being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable
efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)         Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder
and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from
its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)          The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)         Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this


 



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Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)         With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
Master Servicer pursuant to the terms hereof.


 


(i)          Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage
Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the
Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents,
without the consent of the Master Servicer or Special Servicer, as applicable.


 


Section 3.21     Interest Reserve Account.


 


(a)         On the Master Servicer Remittance Date occurring in each February and in any January that occurs in a year that is not a
leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in
respect of the Actual/360 Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Loans as of the Due Date occurring in the month preceding the month in which
Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 



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(b)         On each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22    Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, and, at the Master Servicer’s or Special
Servicer’s option, the execution of an Investor Certification satisfying the requirements of Section 3.13(f), make
a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with respect
to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the
Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23    Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there
is only one Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the Directing
Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall deliver to the parties
to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal
of the existing Directing Certificateholder, any successor Directing Certificateholder shall deliver a certification substantially
in the form of Exhibit P-1G to this Agreement to each of the addressees therein prior to being recognized as the new Directing
Certificateholder.


 


(b)         Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class


 



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Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing
Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that
it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently
verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling
Class.


 


(c)         Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)         In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special
Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable,
shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder
as the case may be.


 


(e)         Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses
at the expense of the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection
of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer, and the Master Servicer shall notify
each Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator
and Non-Serviced Operating Advisor. Notwithstanding the foregoing, Torchlight Investors, LLC shall be the initial Directing Certificateholder
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs.


 



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Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)          If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)         Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing
Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other
than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having
so acted.


 


(h)         All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)         The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 






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(l)          At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the
Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate
Administrator (which shall be sent via email to trustadministrationgroup@wellsfargo.com), the Trustee, the Master Servicer, the
Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control
Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of
the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control
Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect
to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any
of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class
E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer
(the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have
the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder
or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling
Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably waive its right to appoint the Directing
Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described
above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or
transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or
transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)        Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor and the Special Servicer within ten (10) Business Days of the existence
or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s
determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated, the Certificate
Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to
less than 25% of the Original Certificate Balance thereof.”


 






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In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder who
has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of
the rights of the Controlling Class Certificateholder, the Class E Certificateholder shall send a special notice to the Certificate
Administrator, via email to trustadministrationgroup@wellsfargo.com, and such special notice shall state “A Control Termination
Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


Section
3.24     Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer
acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with
mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each
such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement
and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in
accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this
Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything
contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the
related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides
that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of
the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or
its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this
Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the
Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to replace the
Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the
related Intercreditor Agreement.


 


(b)         Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine


 



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 lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as applicable,
have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)         No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC, (b) result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s,
the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)         With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)         Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is


 



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required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from
the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer
shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related
Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended
by the related Companion Holder.


 


(f)          In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)         With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business
Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section
3.25     Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage
Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating


 



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Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being
posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating
Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by
posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received
the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again. The
circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response
Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the
17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send such request directly to the
Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special
Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) it has been appointed and currently
serves as a master servicer or special servicer on a transaction-level basis on a transaction currently rated by Moody’s
that currently has securities outstanding and for which Moody’s has not cited servicing concerns of the applicable replacement
as the sole or a material factor in such rating action or any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed
securitization transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination,
if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated
at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if
Fitch is the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns of the applicable replacement master servicer
or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be


 



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made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(b)         Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)         For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26     The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all
information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any
Specially Serviced Loan (other than (x) the Serviced AB Whole Loan prior to the occurrence and continuance of a AB Control
Appraisal Period and (y) a Servicing Shift Mortgage Loan), and (B) that is contained in the CREFC® Servicer
Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the
Special Servicer.


 


(b)         The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 






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(c)          (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of
any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans (other than any Servicing Shift Mortgage Loan prior to the related Servicing Shift Securitization
Date and the Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period) were Specially Serviced
Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred
twenty (120) days of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31,
an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V (which
form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such
form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, however, that in no event shall the information or any other content included in the Operating Advisor
Annual Report contravene any provision of this Agreement), setting forth the Operating Advisor’s assessment of the Special
Servicer’s performance of its duties under this Agreement during the prior calendar year on a “platform-level basis”
with respect to the resolution and/or liquidation of Specially Serviced Loans that the Special Servicer is responsible for servicing
under this Agreement; provided, further, however, that in the event the Special Servicer is replaced, the
Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31
in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided,
further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special
Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. Notwithstanding the foregoing, with
respect to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special
Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of
an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations
(i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the
resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing
under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with
all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given an
opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate
Administrator and the 17g-5 Information Provider. The Operating Advisor shall have


 



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no obligation to adopt any comments to the Operating
Advisor Annual Report that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the
Operating Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance
of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special
Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance
with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation
report, Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


(ii)         In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder.


 


(d)         Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will forward
any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such
calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount and/or net present value calculations (except that if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and
the Directing Certificateholder of such error).


 


(e)          (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after the
calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction
Amounts (if the Special Servicer has calculated any such Appraisal Reduction Amount) or (ii) net present value in accordance with
Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor
promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall
promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate and verify the accuracy of the mathematical calculations and the corresponding


 






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application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)         In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction (if calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary
portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult
with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies
or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate
Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided
by the Operating Advisor and the Special Servicer and determine which calculation is to apply (and shall provide prompt written
notice of such determination to the Operating Advisor and the Special Servicer).


 


(iii)        Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event and a related AB Control Appraisal Period.


 


(f)          [Reserved].


 


(g)         The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such information to any other Person (including any Certificateholders other than the Directing Certificateholder),
other than to a party hereto, to the extent expressly set forth herein with a notice indicating that such information is Privileged
Information or pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information
shall not disclose such Privileged Information to any other Person without the prior written consent of the Special Servicer and,
unless a Consultation Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other
than any Non-Serviced Mortgage Loan, any Servicing Shift mortgage Loan and any Excluded Loan) other than pursuant to a Privileged
Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor.


 


(h)         Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 






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(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans
but not any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee
is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer
or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related
Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall
the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor shall have no obligations or consultation rights as Operating Advisor with respect to: (i) any Non-Serviced
Whole Loan or any related REO Property, (ii) any Servicing Shift Whole Loan or any related REO Property or (iii) with respect to
a Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination
Event; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee
with respect to any Non-Serviced Whole Loan.


 


(j)          After
the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders
of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates
(taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to
which such Appraisal Reduction Amounts are


 



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allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating
Advisor) and (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be
incurred by the Certificate Administrator in connection with administering such vote. The Certificate Administrator shall promptly
provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of at least 50% of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


 


(k)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee
will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer, the Master
Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder (but only
if no Control Termination Event or Consultation Termination Event has occurred) and the Certificateholders.


 


(l)          The
holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)        Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the


 



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Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. If no successor operating advisor has been so appointed and accepted the appointment within thirty (30)
days after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the
appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating Advisor
shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)          In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates,
then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination fee (other than
any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other
than indemnification rights arising out of events occurring prior to such termination). In connection with any termination pursuant
to this Section 3.26(o), no successor Operating Advisor shall be appointed. Upon receipt of written notice of such acts
by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination
pursuant to this Section 3.26(o).


 


(p)          In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)          The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates or
particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within the
meaning of the Investment Advisers Act of 1940, as amended.


 


(r)           The
Operating Advisor shall not make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating Advisor or (ii) investments
by


 



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an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies and procedures that (A)
segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and
the Operating Advisor and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


(s)         The
Operating Advisor shall have the right to resign without cost or expense on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement hereto. The Operating Advisor shall provide
all of the parties to this Agreement and the Directing Certificateholder thirty (30) days prior written notice of any such resignation
pursuant to this Section 3.26(s). If the Operating Advisor resigns pursuant to this Section 3.26(s), then no replacement
operating advisor shall be appointed. The resigning Operating Advisor shall be entitled, and subject, to any rights and obligations
that accrued under this Agreement prior to the date of any such resignation (including accrued and unpaid compensation) and any
indemnifications rights arising out of events occurring prior to such resignation.


 


(t)          With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of
notice thereof pursuant to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor
that are performed only after the occurrence and continuance of a Control Termination Event or Consultation Termination Event,
the Operating Advisor shall have no obligation to perform any such duties until the receipt of such notice.


 


Section
3.27     Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans,
the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.


 


(b)         No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)         In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the


 



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Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)         This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28     Companion Register. The Companion Paying Agent shall maintain a register (the
“Companion Register”) with respect to each Serviced Companion Loan on which it will record the names and
address of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information is
provided in writing to it by each Companion Holder. The initial Companion Holders, along with their respective name and
address, and, with respect to the Serviced AB Subordinate Companion Loan, the wire transfer instructions, are listed on Exhibit
S hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no
obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement: (x) any notices,
reports or other information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement; and (y) any notices, reports or other information required to be delivered pursuant
to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced
Master Servicer under the related Non-Serviced PSA.


 


Section
3.29     Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that
any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and
the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)         If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 






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(c)          In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)         In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)          With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)          With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)         With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(h)         On
each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage
File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by
the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA
and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the


 



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applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the
related Servicing Shift Securitization Date.


 


Upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the
Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection
with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact
information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30     [Reserved].


 


Section 3.31     [Reserved].


 


Section 3.32     [Reserved]. 


 


Section
3.33     Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master
Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting
to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such
other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section
3.33(a) shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any
information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33(a)
shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as
provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the
access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the
Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded
Information in accordance with this Section 3.33(a) until such party has received written notice with respect to the
related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this
Agreement


 



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shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the
Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such Excluded Controlling Class Holder on the Certificate Administrator’s Website on
account of it constituting Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that
is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request
and obtain such information in accordance with Section 3.13(a).


 


(b)         Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a) and Section 4.02(f)
of this Agreement.


 


[End of Article III]


 


Article
IV



Distributions TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions. (a) On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the
Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC
Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section
4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions
thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent
required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)           first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates and the Class X-C
Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of
interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such
Distribution Date;


 


(ii)         second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates in reduction of their Certificate Balances:


 



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(I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until
the outstanding Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB Planned Principal Balance for such
Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates is reduced to zero; (3) third,
to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) and (2) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-2 Certificates is reduced to zero; (4) fourth, to the Holders of the
Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-3 Certificates is reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate
Balances of the Class A-4 Certificates have been reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4) and (5) above have been made no such Distribution Date), until the outstanding
Certificate Balances of the Class A-5 Certificates have been reduced to zero; and (7) seventh, to the Holders of the Class
A-SB Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2), (3), (4), (5) and (6) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates is reduced to zero; and (II) on or
after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
is reduced to zero;


 


(iii)        third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates, and pro rata (based upon the aggregate unreimbursed Realized
Losses previously allocated to each such Class), up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(iv)         fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 






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(v)          fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class A-S Certificates is reduced to zero;


 


(vi)        sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates is reduced to zero;


 


(ix)         ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(x)          tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xi)         eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates is reduced to zero;


 


(xii)        twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xiii)       thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 






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(xiv)       fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
D Certificates is reduced to zero;


 


(xv)        fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xvi)      sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xvii)      seventeenth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class E Certificates is reduced to zero;


 


(xviii)     eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xix)       nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xx)        twentieth,
after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates
and the Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates is reduced to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus


 






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interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xxii)      twenty-second,
to the Holders of the Class NR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxiii)     twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class NR Certificates, in reduction of
the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class NR Certificates
is reduced to zero;


 


(xxiv)     twenty-fourth,
to the Holders of the Class NR Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class; and


 


(xxv)      twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          [Reserved].


 


(c)          On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the
Holders of the respective Related Certificates as provided in Sections  4.01(a), 4.01(d), 4.01(f) and
4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to
the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall
be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of
its Related Certificates plus a pro rata portion of the Interest Distribution Amount


 



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in respect of (i) in the case of the
Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB and Class LAS Uncertificated Interests, the Class X-A
Certificates, (ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates, and (iii) in the case of
the Class LC and Class LD Uncertificated Interests, the Class X-C Certificates, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and
a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon
as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively
as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming
such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the
Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for
such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)         While
the Certificate Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further distributions
in respect of interest or principal other than reimbursement of Realized Losses with interest and other amounts provided for in
this Section 4.01.


 


(e)         (i)
On each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of the Mortgage Loans
during the related Collection Period will be required to be distributed by the Certificate Administrator to the Holders of each
Class of Regular Certificates in the following manner: (1) pro rata, among (w) the YM Group A, (x) the YM Group B, (y) the
YM Group C and (z) the YM Group D, and based upon the aggregate of principal distributed to the classes of Principal Balance Certificates
in each YM Group on such Distribution Date, and (2) among the Classes of Certificates in each YM Group, in the following manner:
(i) with respect to each YM Group other than the YM Group D, (A) the holders of each Class of Principal Balance Certificates in
such YM Group shall be entitled to receive on each Distribution Date an amount of Prepayment Premiums or Yield Maintenance Charges
equal to the sum, for all mortgage loan prepayments, of the product of (a) a fraction whose numerator is the amount of principal
distributed to such Class on such Distribution Date and whose denominator is the total amount of principal distributed to all of
the Principal Balance Certificates in that YM Group representing principal payments in respect of the Mortgage Loans on such Distribution
Date, (b) the Base Interest Fraction for the related


 



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principal prepayment and such Class of Principal Balance Certificates, and
(c) the Prepayment Premiums or Yield Maintenance Charges collected during the related Collection Period and allocated to such YM
Group and (B) any Prepayment Premiums or Yield Maintenance Charges allocated to such YM Group collected during the related Collection
Period remaining after such distributions will be distributed to the Class of Class X Certificates in such YM Group and (ii) with
respect to the YM Group D, the holders of each class of Principal Balance Certificates in such YM Group shall be entitled to receive
on each Distribution Date an amount of Prepayment Premiums or Yield Maintenance Charges equal to the sum, for all mortgage loan
prepayments, of the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution
Date and whose denominator is the total amount of principal distributed to all of the classes comprising YM Group D on such Distribution
Date, and (b) the Prepayment Premiums or Yield Maintenance Charges collected during the related Collection Period and allocated
to such YM Group. If there is more than one such Class of Certificates entitled to distributions of principal on any particular
Distribution Date on which Prepayment Premiums or Yield Maintenance Charges relating to the Mortgage Loans are distributable, the
aggregate amount of such Prepayment Premiums or Yield Maintenance Charges will be allocated among all such Classes of Certificates
up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with the first sentence
of this paragraph.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” with respect to any Principal
Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect
to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates,
shall be a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on
such Class of Certificates, and (ii) the applicable Discount Rate used in accordance with the related Mortgage Loan documents in
calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (B) whose denominator is the greater of
zero and the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part
of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the applicable Discount Rate used in accordance
with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment.
However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if the applicable
Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, and is
greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero and
(3) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan,
as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one
(1).


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not


 



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used in the calculation of
the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date, such interpolated
yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate
Administrator shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


(ii)         No
Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R Certificates.


 


(iii)        All
distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(e) shall first
be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro
rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such
Distribution Date pursuant to Section 4.01(c) above.


 


(f)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after
application of the Available Funds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from the Gain-on-Sale
Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts
remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses with respect
to the Principal Balance Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination
of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed on the final Distribution Date to
the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)         All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections  4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all


 



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subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later
than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section
3.13(b) a notice in electronic format to the effect that:


 


(i)          the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)         no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such


 



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Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)          Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to
distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the
prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall
be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to
any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit
of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by
Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)          [RESERVED]


 


(k)         On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)         to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)        to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)        to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 






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All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date in accordance with Section 3.05(g)(v).


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting Packages;
Grant of Power of Attorney. (a) On each Distribution Date, the Certificate Administrator shall make available pursuant to Section
3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form
set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in the
related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the
distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall
include:


 


(i)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)         the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


 


(iii)        the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)        the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)         the
aggregate amount of unscheduled payments received;


 


(vi)        the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans,


 



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with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60 days to 89 days,
(C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which
the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)      the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)         the
Available Funds for such Distribution Date;


 


(x)          the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to Prepayment Premiums
and Yield Maintenance Charges;


 


(xii)        the
Pass-Through Rate for such Class of Certificates for such Distribution Date;


 


(xiii)       the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution
Date;


 


(xvi)       the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      the
current Controlling Class;


 






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(xviii)    the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)       a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)        a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)      in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)     the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)     the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)      with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)     with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;


 






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(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [Reserved];


 


(xxix)     the
then-current credit support levels for each Class of Certificates;


 


(xxx)      the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)     a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)    a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)   a
statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any affiliates
thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such identity
with the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity
pursuant to which the Directing Certificateholder and any affiliates thereof primarily operate.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv) and (xxiii) above, the amounts
shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


 


With respect to the information
identified in clause (xxxiv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit
P-1G.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate


 



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Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


(b)         [Reserved].


 


(c)          Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or, if applicable, Internet website (in addition to making information available as provided herein) any reports
or other information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party
to this Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
Internet website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may access such
information including, without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer.
The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information in accordance
with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered,
produced, or made available pursuant to Sections  3.13 and 4.02(c), other than information produced by the
Master Servicer or Special Servicer, as applicable; provided that such information otherwise meets the requirements set
forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled to attach
to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions
required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate


 



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Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)         Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)         The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available
(or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder)
any Excluded Information (available to Privileged Persons through the Certificate


 



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Administrator’s Website but not accessible
to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account of it constituting Excluded
Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not
a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a written
confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer
or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer
may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially
in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced
in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special
Servicer Loan(s).


 


Section
4.03     P&I Advances. (a) On or before 4:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans
to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future
distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with
respect to the Mortgage Loans or (iii) make P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future
distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be appropriately reflected in the
Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before the
next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which P&I Advances were made). The Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans
for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans for
such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to
make a required P&I Advance by 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee
shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution
Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and
the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master
Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such
circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date. Notwithstanding the
foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC
Distribution Account but shall be deposited into the Collection Account for


 



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payment to CREFC® on such
Distribution Date.


 


To the extent required
under the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced
Companion Loan, the Master Servicer or Trustee shall notify the Other Servicer and the Other Trustee of the amount of the P&I
Advance made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)         Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan
(other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the
close of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of
the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan)
as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect
to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a
Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation
Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances
shall be made with respect to any Companion Loan.


 


(c)         Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master Servicer, Special Servicer
or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage Loan, would be or has become
a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee written notice of such determination
within the time period required by the related Intercreditor Agreement. With respect to each Non-Serviced Mortgage Loan, the Master
Servicer will be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer
and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the related
Non-Serviced Companion Loan (and if the Special Servicer elects to make and makes such a determination, then it shall make such
determination independently of any such determination by such other Person). If the Master Servicer, the Special Servicer or the
Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I
Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a


 



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Nonrecoverable Advance,
the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice
of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written notice
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has
determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may,
based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee
shall not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and
until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect
to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result
of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be,
or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have
the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would
be, or is, as applicable, a Nonrecoverable Advance.


 


(d)         In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to
a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related Master Servicer Remittance Date. The Master
Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section
3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges, Default Interest,
late payment charges, Prepayment Premiums, Balloon Payments or any P&I Advance with respect to any Companion Loan or with respect
to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal Reduction Amount has been made with
respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance
with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount) then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution
Date shall be reduced (it being herein acknowledged that there shall be no reduction


 



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in the principal portion of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution
Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal
to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related
Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately
prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date
for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)          In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section
4.04     Allocation of Realized Losses. (a) On each Distribution Date, immediately following
the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the
amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect
to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to
reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans
(excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the Principal Balance
Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit, the
“Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates shall be made
by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of
Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls
experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of
principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of
Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates,
to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the
Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of
Principal Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the
amount of the unreimbursed Realized Losses allocated to such Class of Certificates.


 


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write off shall be allocated first, to the Class NR Certificates, second, to the Class F Certificates, third,
to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the


 



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Class C Certificates, sixth,
to the Class B Certificates, seventh, to the Class A-S Certificates and then, pro rata (based on their respective
Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until
the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


(d)          [Reserved].


 


Section
4.05     Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x)
determining the Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y)
determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating
Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage
Loan) will be allocated to each Class of Certificates (other than the Senior Certificates and the Class R Certificates) in
reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such
Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates,
third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C
Certificates, sixth, to the Class B Certificates, and finally, to the Class A-S Certificates).


 


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Master Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other
information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account
the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all
other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any
other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify
the Master Servicer thereof. The Special Servicer shall provide (via electronic delivery) the Master Servicer with any information
in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount
for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver
such information


 



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within five (5) Business Days of the Master Servicer’s reasonable request. None of the Special Servicer,
the Trustee, the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.
Upon reasonable prior written request, the Special Servicer shall use reasonable efforts to assist the Master Servicer in obtaining
information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage
Loan in the event that the Master Servicer is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer or Non-Serviced Trustee.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally
reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced
to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination
Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance
with this Section 4.05(a).


 


The Master Servicer shall
promptly notify the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)), any Collateral
Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan
or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be delivered simultaneously
with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). Based on information in its possession,
the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate
Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect
to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the
Voting Rights of the related Classes for purposes of removing the Special Servicer or (ii) the Controlling Class, the appraised
value of the related Mortgaged Property will be determined on an “as-is” basis.


 


(b)          (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require
the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal
Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). The Special Servicer shall use its reasonable efforts to cause such second Appraisal to be (A) delivered within
thirty (30) days from receipt of the Requesting


 



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Holders’ written request and (B) prepared on an “as-is” basis
by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect
of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)         Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted shall direct the Master Servicer to, and the
Master Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such
supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Master Servicer recalculates the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal Review
Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most
senior Control Eligible Certificates, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon
its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence
of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall
be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the
Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of
such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder. Based upon
such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of
information reasonably requested by the Master Servicer from the Special Servicer necessary to calculate the Appraisal Reduction
Amount or Collateral Deficiency Amount, the Master Servicer shall


 



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determine or redetermine, as applicable, and report to the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal
Reduction Amount Template format; provided, however, that the Master Servicer shall not be liable for failure to
comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder.
Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer
of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the
Master Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal
Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence
of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer shall consult with the
Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction
Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer
will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or
related Companion Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent the Special Servicer
has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with
respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of the Appraisal Reduction
Event. Instead, the Master Servicer may use the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer has not notified the Master Servicer of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation. The Special Servicer, upon reasonable prior written request,
shall provide the Master Servicer with information in its possession that is reasonably required to determine, calculate, redetermine
or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within five (5) Business Days
following the Master Servicer’s reasonable request therefor.


 


(d)         Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an


 



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Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)         Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata,
between the related AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective Stated
Principal Balances. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance
with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro
rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon
their respective Stated Principal Balances.


 


Section 4.06     [RESERVED]


 


Section 4.07     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant
to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or
(C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or
actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively,
“Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator
or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward
the Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com), in each
case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not
to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or
the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an
Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that
the Certificate


 



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Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of
such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole
discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in
the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject
to the Privileged Information Exception), or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor,
shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because
the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and
the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is
beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the
best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law
or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating
Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates
will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring


 



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Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)         The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)         The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the
following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable,
unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator.
The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of such response)
such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum
and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate
website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the
Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry
would be in violation of applicable law,


 



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the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering
any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure
of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with
the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or
the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer
or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall
promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter
post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool.
The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the
Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating
Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers
from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the
information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility
or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines,
in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will
not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a)     The Certificate Administrator shall create a Secure Data Room
and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120
days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the
Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the
Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure
Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations
Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative
Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit
RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the
Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure
Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or
information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the
Depositor.


 


(b)         The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the


 



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transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)         Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-24, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of
the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by
their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof.


 



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The Offered Certificates
(other than the Class X-A Certificates, Class X-B Certificates and Class X-C Certificates) will be issuable only in minimum
Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in
excess thereof. The Non-Registered Certificates (other than the Class X-C Certificates and the Class R Certificates) will be
issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in
integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable,
of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued
in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes
the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued, maintained and
transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess
thereof.


 


(b)         One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective
registration or qualification under applicable state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial
Purchaser to Torchlight Investors, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the
applicable state securities laws, then either:


 


(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a


 



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beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)         Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name
of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from
time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


(c)         Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be
in the form of Definitive Certificates.


 


(d)         Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice


 



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or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


Section
5.03     Registration of Transfer and Exchange of Certificates. (a) The Certificate
Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate
Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator
shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided (the
Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities, the
Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record
of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a Temporary Regulation
S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting
Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the
Special Servicer any notices from the Certificateholders.


 


(b)         Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an


 



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interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)         Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in
an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial
interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to
the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled
to hold its interest in the applicable Certificates in the form of an interest in the


 



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Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to


 



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be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)         Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the
same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain


 



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information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and
deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by
such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to
the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


(h)         Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate,
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate
(or any portion thereof).


 


(i)          Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under
the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(k)         If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 






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(l)          All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)        With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchaser) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit
F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section
410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person
acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the
purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject
to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by
a person not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchaser, the Underwriters, the Operating Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any
ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter described
in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Initial Purchaser, the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner
of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A) or (i)(B)
above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in
a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of
this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 






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(n)         No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or
any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R Certificate
shall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit
F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. Any
attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest
no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)         No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will


 



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 not transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has
actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or
other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be
bound by and to abide by the provisions of this Section 5.03(n) and (y) other than in connection with the initial
issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit
D-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed
transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements therein are false.


 


(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(o)         The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)         Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 






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Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or
indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the
Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of
the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall
constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section
5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices.
(a) The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available
to it of the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor
Certification (i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders,
(ii) states that such Certificateholder desires to communicate with other Certificateholders with respect to its rights under
this Agreement or under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to
transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current
list of the Certificateholders related to the Class of Certificates held by such Certificateholder. In addition, upon written
request to the Certificate Administrator of any Certificateholder or Certificate Owner (if applicable) that has provided an
Investor Certification, the Certificate Administrator shall promptly notify such Certificateholder or Certificate Owner of
the identity of the then-current Directing Certificateholder. Every Certificateholder, by receiving and holding a
Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders or the identity of the Directing Certificateholder hereunder, regardless
of the source from which information was derived. The Master Servicer, the Special Servicer, the


 



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Trustee, the Certificate
Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not
have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate shall be paid by the Trust.


 


Section
5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause
to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and
this Agreement may be served. The Certificate Registrar initially designates its office at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113 as its office for such purposes. The Certificate Registrar shall give prompt written notice
to the Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such office or
agency.


 


Section
5.08     Appointment of Certificate Administrator. (a) Wells Fargo Bank, National
Association, is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the
Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may
be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must
satisfy the eligibility requirements set forth in Section 8.06.


 






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(b)         The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)         The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     [Reserved].


 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate
Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with
registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered in
accordance with the following procedures, unless different procedures are otherwise described herein with respect to a
specific vote:


 


(a)         Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)         In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates


 



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shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)         The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)         Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)         If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 






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Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01     Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the
Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer hereby represents, warrants and
covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder,
the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor, as of the Closing Date, that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


 


(iii)        The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)         The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory


 






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authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)        No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)         The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and (z) such Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or its financial condition;


 






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(iii)        The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)         The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)        No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


 






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(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)         The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations
under this Agreement or its financial condition;


 


(iii)        The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)        The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)       No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good


 



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faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder.


 


(d)         The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)          The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


 


(iii)        The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of


 



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creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)         The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)        No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)       The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and
adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 






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Section
6.02     Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by, and no implied duties or obligations may be asserted against, the
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
herein.


 


Section
6.03     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating
Advisor, the Special Servicer or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the
Depositor, the Master Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as
an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans
and to perform its respective duties under this Agreement.


 


(b)         The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if the Master Servicer, the Special Servicer or the Operating Advisor
enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of


 



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Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as
the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject
to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor notifies
the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in
form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger,
consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the
Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate,
the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Section 13.01.


 


(i)          The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)         Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed
all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has


 



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received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the
foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or
for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach
of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of negligent
disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any
partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with any legal or administrative action (whether in
equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other
than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii)
incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad
faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers,
shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any state
or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator shall be liable for special, punitive, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator has
been advised of the likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset
Representations Reviewer conclusively may rely on, and shall be protected in acting or refraining from acting upon, any
resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in
electronic or paper format) as


 



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contemplated by and in accordance with this Agreement and reasonably believed or in good faith
believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or
parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be
full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel.


 


(b)         None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a
collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)         Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement or by reason of negligent


 



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disregard by the Master Servicer or the Special Servicer,
as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein
by the Master Servicer or the Special Servicer, as applicable. The Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the
Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall
assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold


 



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them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)         Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any


 



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liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)         The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall
immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially prejudiced thereby.


 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating
Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust (collectively,
the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property (or with
respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with the
provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced PSA (as and to the same extent the
applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced
Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the applicable Non-Serviced Trust, to the extent
of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan under the related Non-Serviced PSA).


 






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The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.


 


Section
6.05     Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the
provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder
are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the
appointment of, and the acceptance of such appointment by, a successor master servicer or special servicer, as applicable,
and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a
confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). Any such determination permitting
the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the
occurrence of a Consultation Termination Event) the Directing Certificateholder. No such resignation by the Master Servicer
or the Special Servicer shall become effective until the Trustee or a successor master servicer or successor special
servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s, as applicable,
responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the
Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.
Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer,
pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and
opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided
that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating
Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event)
such successor special servicer is approved by the Directing Certificateholder, such approval not to be
unreasonably withheld. The resigning party shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to
appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is
terminated or removed pursuant to Section 7.01.


 


Section
6.06     Rights of the Depositor in Respect of the Master Servicer and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer
and the Special Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as


 



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applicable,
hereunder; provided, however, that the Master Servicer and the Special Servicer shall not be relieved of any of
their respective obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and
is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


 


Section
6.07     The Master Servicer and the Special Servicer as Certificate Owner. The Master
Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry
Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of
“Certificateholder”) the same rights it would have if it were not the Master Servicer, the Special
Servicer or an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder. (a) Other than with respect to any Serviced AB
Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period,
for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled
to advise (1) the Special Servicer with respect to all Specially Serviced Loans other than any Excluded Loan or Servicing
Shift Mortgage Loan, (2) the Special Servicer with respect to Non-Specially Serviced Loans other than any Excluded Loan or
Servicing Shift Mortgage Loan as to all matters for which the Master Servicer must obtain the consent or deemed consent of
the Special Servicer and (3) the Special Servicer with respect to all Mortgage Loans other than any Excluded Loan, for which
an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject to consent or deemed
consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as set forth in, and in any
event subject to the second and third paragraphs of this Section 6.08, (i) the Master Servicer, shall not be permitted
to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal
Period, any “major decision” (as defined in the related Intercreditor Agreement) unless the consent of the AB
Whole Loan Controlling Holder has been obtained by the Special Servicer or (B) any of the following actions, irrespective
of whether any such Major Decision constitutes a “Major Decision” under, and as defined in, the related
Intercreditor Agreement (each a “Major Decision”) unless it has obtained the consent of the Special
Servicer (except as otherwise provided for in the first proviso following the Major Decisions listed below) and (ii) with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage Loan or any Excluded
Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is continuing, the Special
Servicer shall not be permitted to take any of the following actions or consent to the Master Servicer’s taking any of
the following actions (except as otherwise provided for in the first proviso following the Major Decisions listed below) as
to which the Directing Certificateholder has objected in writing (i) with respect to any Major Decision other than pursuant
to clause (x) below, within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer
are affiliates, five (5) Business Days) and (ii) within thirty (30) days with respect to clause (x) below, in each
cause, after receipt of the written recommendation and analysis (provided that if such written objection has not been
received by the Special Servicer within such five (5) Business Day, ten (10) Business Day or thirty (30) day period, then the
Directing Certificateholder will be deemed to have approved such action):


 






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(i)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into
and continue in default;


 


(ii)         any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan;


 


(iii)        any
sale of a Defaulted Loan (other than a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance
with this Agreement) and any related defaulted Companion Loan or any REO Property (other than in connection with the termination
of the Trust) for less than the applicable Purchase Price;


 


(iv)        any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(v)         requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the use
or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (ii) release of non-material parcels of a Mortgaged Property (including,
without limitation, any such releases (A) to which the related Mortgage Loan documents expressly require the mortgagee thereunder
to make such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the
related Mortgage Loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming
the satisfaction of the other conditions to the release set forth in the related Mortgage Loan documents that do not include any
other approval or exercise)) and such release is made as required by the related Mortgage Loan documents or (B) that are related
to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;


 


(vi)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt
as may be effected without the consent of the lender under the related loan agreement;


 


(vii)       (1)
any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a Stated Principal
Balance greater than $25,000,000 or (y) for which the debt service coverage ratio and debt yield for such


 



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Mortgage Loan (or Whole
Loan, if applicable) is less than the greater of (X) the debt service coverage ratio and debt yield for such Mortgage Loan as of
the origination date of such Mortgage Loan and (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio and debt
yield for such Mortgage Loan as of the most recent quarterly reporting period or (B) where the property management company will
be an affiliate of the related borrower following such change or (2) or franchise changes (with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is required to consent or approve
under the Mortgage Loan documents);


 


(viii)      releases
of any material amounts from any escrows, reserve accounts or letters of credit held as performance escrows or reserves, including,
without limitation, with respect to certain Mortgage Loans identified on Schedule 3 hereto, other than those required pursuant
to the specific terms of the related Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan and for
which there is no lender discretion; provided that, for the avoidance of doubt, the foregoing performance escrows (or reserves)
or earn-out escrows (or reserves) do not include any upfront or on-going tenant improvement/leasing commission escrows;


 


(ix)        any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor or
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(x)         any
determination of an Acceptable Insurance Default;


 


(xi)        any
exercise of a material remedy with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan
following a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents;


 


(xii)       any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Mortgage Loan, or any action to enforce rights with respect thereto, to the extent the Directing Certificateholder or any
affiliate does not own any controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan, if
applicable; and


 


(xiii)      any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided that for the purposes of
clause (viii) above and the determination of whether there exists any lender discretion under the terms of the related Mortgage
Loan documents, determining whether a debt service coverage ratio or debt yield test is satisfied in connection with any release
of an escrow, reserve or letter of credit will not be considered lender discretion; and provided, however, that,
in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement
to take such action), as


 



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applicable, determines that immediate action, with respect to the foregoing matters (or any other matter
requiring the consent of (i) the Directing Certificateholder with respect to any Mortgage Loan other than an Excluded Loan, prior
to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the
Directing Certificateholder or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling
Holder, prior to the occurrence and continuance of an AB Control Appraisal Period) is necessary to protect the interests of the
Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any
related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any
Companion Loans)), the Special Servicer or Master Servicer, as applicable may take any such action without waiting for the Directing
Certificateholder’s response or the AB Whole Loan Controlling Holder’s response (or without waiting to consult with
the Directing Certificateholder or the Operating Advisor, as the case may be), provided that the Special Servicer or Master
Servicer, as applicable, provides the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written
notice following such action including a reasonably detailed explanation of the basis therefor. The Special Servicer is not required
to obtain the consent of the Directing Certificateholder for any of the foregoing actions after the occurrence and during the continuance
of a Control Termination Event; provided, however, that, after the occurrence and during the continuance of a Control
Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence of a Consultation Termination
Event, the Special Servicer shall consult with the Directing Certificateholder in connection with any Major Decision not relating
to any Non-Serviced Mortgage Loan or Excluded Loan (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing
Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder
within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult
with the Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing
Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any
future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. In addition, after the occurrence and during
the continuance of a Control Termination Event and with respect to any AB Mortgage Loan, after the occurrence and during the continuance
of both a Control Termination Event and an AB Control Appraisal Period, the Special Servicer will also be required to consult with
the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation
with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider
alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding
basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) days following the
later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated
to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating
Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating


 


 



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Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is
continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the
rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer and the
Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially
expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the
Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer, as applicable, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB
Whole Loan Controlling Holder, as applicable) or any advice from the Directing Certificateholder (or the AB Whole Loan Controlling
Holder, as applicable), would cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage
Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer,
as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder (or the AB Whole Loan
Controlling Holder, as applicable), the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance
with the direction of or approval of the Directing Certificateholder (or the AB Whole Loan Controlling Holder, as applicable) that
does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement,
will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for


 



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errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)         Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence and continuance of
an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder shall have no right to consent to
or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall
remain entitled to receive any notices, reports or information to


 



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which it is entitled pursuant to this Agreement, and the Master
Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect
to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or refrained from taking to
the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to
any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder shall have no direction, consultation or
consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)
“Servicer Termination Event,” wherever used herein, means, with respect to the Master Servicer or the
Special Servicer, as the case may be, any one of the following events:


 


(i)          (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)         any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)        any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A)
with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case of
the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium
for any property insurance policy required to be maintained) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other
party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this
Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all Voting


 



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Rights or,
solely as it relates to the servicing of a Serviced Whole Loan, if affected by that failure, by the holder of the related Serviced
Pari Passu Companion Loan; provided, however, if such failure is capable of being cured and the Master Servicer or
Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)        any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of thirty
(30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master
Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing of a Serviced
Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60)
days; or


 


(vi)        the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)       the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)      either
of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or


 



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withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty
(60) days of such event) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with
the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(ix)         the
Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch
and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


 


(b)         If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion
Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement for services rendered
and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise provided in
this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with
respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without
limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it
to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as
the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without
limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is
the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, however, that the


 



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Master Servicer and the Special Servicer each
shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special
Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and
it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue
to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)         If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such notice in which
to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section
7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five
(45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is
unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master
Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time
be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof)
that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related
Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any
appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)         Subject
to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with respect
to any Excluded Loan, the Directing Certificateholder, at any time prior to the occurrence and continuance of a Control Termination
Event, shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the
Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be


 



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effective upon
the appointment of a successor special servicer meeting the requirements of this Section 7.01(d); provided that,
with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d)
shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s
rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms
of the related Intercreditor Agreement. Upon a termination of such Special Servicer, the Directing Certificateholder (other than
with respect to any Excluded Loan) shall appoint a successor special servicer; provided, however, that (i) such successor
will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in
the case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective
until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other
Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional expenses
of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each
Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator
shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all Certificates in such regard, which
requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so
received, such votes shall be null and void ab initio. Upon the written direction of Holders of Certificates evidencing
at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of
the Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special
Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement
a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii)
register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control
Appraisal Period.


 






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An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency
Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement
from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption
agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an
opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement
with respect to any Serviced AB Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be
enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the
related Non-Serviced Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the
related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction
of the Directing Certificateholder)) shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event (or
similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit
W attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate
any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided,
further, that in no event shall the information or any other content included in such written recommendation contravene
any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying
its recommendation) and recommending a suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer.
In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the
related report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by


 



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mail conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within
one hundred-eighty (180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio.
Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting
Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates pursuant to Section 4.05 hereof) of all Principal Balance Certificates on an aggregate basis
and (ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction
of the foregoing clause (i), the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under
this Agreement and appoint a successor special servicer approved by the Certificateholders and (ii) promptly notify such outgoing
Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable
legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote
and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of
the Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee shall have
no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special
servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special
Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend
the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the AB Whole Loan Controlling Holder
is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)         The
Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required
by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection  (e) shall
not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,


 



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by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may
not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)          (i)     Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan,
if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the
Directing Certificateholder shall appoint (and may remove and replace with or without cause) an Excluded Special Servicer, as successor
to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the
occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer
Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special
Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded
Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition to any such
appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal
of any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded Special Servicer,
is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor (and the
Certificate Administrator) and any applicable Other Depositor (and any applicable Other Certificate Administrator), the information,
if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall
become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and
after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however,
that the related Excluded Special Servicer will not be required to resign if the Directing Certificateholder determines that such
Excluded Special Servicer may continue to serve as Special Servicer for the applicable Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all


 



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special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as
the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been
appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until
such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section
7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or
provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section
6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and
provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by the
terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the
appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have
arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the
Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master
Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of
the predecessor Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its
obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as
compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant
to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be
entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had
continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the
case may be, the Trustee shall be


 



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afforded the same standard of care and liability as the Master Servicer or the Special
Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to
actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with
respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as
successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the
Trustee is not approved as a servicer by each Rating Agency, or if, (i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan, the Directing Certificateholder or the Holders of
Certificates entitled to 25% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court
of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth
in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable,
hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or
Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall
be effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its
responsibilities, duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) which
appointment has been approved (prior to the occurrence and continuance of a Control Termination Event and other than with
respect to an Excluded Loan) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form
8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master
Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the
Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that
no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be
in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The
Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses
associated with the transfer of the servicing function (other than with respect to a termination without cause) under this
Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within ninety (90) days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special
Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master
Servicer or Special Servicer has


 



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not reimbursed such costs and expenses, the party requesting such termination shall have an
affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a
termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and
expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance
with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master
Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant
to this paragraph.


 


Section 7.03     Notification
to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Events. The Holders of Certificates representing at
least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event
hereunder may waive such Servicer Termination Event within twenty (20) days of the receipt of notice from the Certificate
Administrator of the occurrence of such Servicer Termination Event; provided, however, that a Servicer
Termination Event under clause (i), (ii), (viii) or (ix) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes and a Servicer Termination Event under clause (iii) of Section
7.01(a) relating to Exchange Act reporting may be waived only with the consent of the Depositor. Upon any such waiver of
a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the
Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement
action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend
to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly
so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event
pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other
Person held such Certificates.


 






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Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations
(x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting
in a Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee
has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the
related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of
failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by the
Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance,
as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master
Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon,
prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any
notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the
Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all
Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Any permissive
right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II, any CREFC® reports and any information
delivered for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall
examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner,


 



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the Trustee or the Certificate Administrator shall notify the party
providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)        Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the
Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this Agreement, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,
or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher
percentage of Voting Rights is required for such action).


 


(d)         The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 






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Section 8.02     Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)          The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting
upon any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)         The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)        Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)       
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)        
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the
Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee or the


 






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Certificate Administrator, respectively, not reasonably assured to the Trustee or the
Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
respectively, may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability
as a condition to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting
Holders;


 


(vi)       
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)      
For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice
of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event,
act, failure or breach which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement; 


 


(viii)     
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer,
the Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the
Trustee shall only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset
Representations Reviewer or the Depositor;


 


(ix)        
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the
Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)         Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a
capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association,
acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all
of the obligations


 






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performed in such capacities are performed by one or more employees within the same group or division of Wells
Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers;


 


(xii)        Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)       Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


The Certificate Administrator
shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Certificate Administrator,
as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar,
17g-5 Information Provider and Authenticating Agent).


 


Section 8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections 2.02
and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in
good faith, pursuant to this Agreement.


 


Section 8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the


 






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performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will
be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest
at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate
Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis.
As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed on the
basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months. The Trustee
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts hereby created and
in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)         The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate
Administrator, respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator,
nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b)
for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate
Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its
duties in accordance with any of the provisions hereof, which are not “unanticipated expenses incurred by the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct,
bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations
and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any
representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the


 






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termination
of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment
of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)        
Each of the Certificate
Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor (and, with respect to Certificate
Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and other costs and expenses incurred by the Depositor (and, with respect to the Certificate
Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party claim under the Securities Act, the Exchange
Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate Administrator, a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make information available to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make information available to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement or (B) with respect to the Master Servicer and Special Servicer, severally and not jointly (i) a breach by the Master
Servicer or Special Servicer, as applicable, of any of its obligations to deliver information to the 17g-5 Information Provider
as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12,
Section 3.17(c), Section 3.18(g), Section 11.09, Section 11.10 and Section 11.11 or (ii) a breach
by the Master Servicer or Special Servicer, as applicable, of any of its obligations set forth in Sections 3.13(d), (g)
and (i).


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A2” by Moody’s and “A” by Fitch;
provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as
long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s and “A-”
by Fitch and (b) its short-term debt obligations have a short-term rating of not
less than “P-2” from Moody’s and “F1” by Fitch,
or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that
is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid


 






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supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable, shall elect either to (i) resign immediately in the manner and
with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07     Resignation
and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator may
at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written
notice thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders. The Certificate
Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or certificate administrator acceptable to, prior to the occurrence and continuance of a Control Termination Event, the
Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee
or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered
to the Master Servicer, the Special Servicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable,
by the Depositor. The resigning Trustee or Certificate Administrator, as the case may be, must pay all costs and expenses associated
with the transfer of its responsibilities. If no successor trustee or certificate administrator shall have been so appointed and
have accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator,
as applicable, and any expenses associated with such petition shall be an expense of the Trust.


 


(b)         If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate


 






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Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue
unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to
Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as
applicable, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee
or certificate administrator has accepted an appointment within ninety (90) days after the giving of notice of removal, the removed
trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee
or certificate administrator, as applicable, and such petition shall be an expense of the Trust.


 


(c)         The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior
written notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate
administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)         Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement


 






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for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)         Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan
(to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders
of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 or in blank,
and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were
assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the
documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage
Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release,
deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor
shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or
warranty, express or implied) to the order of the successor, as trustee for the registered Holders of JPMCC Commercial Mortgage
Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 or in blank; provided, however,
that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature
of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts
to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document
was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any
case, such successor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan,
and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been
made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)          Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08     Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all
the rights,


 






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powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which
Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)         No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)         Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09     Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located or for enforcement actions or where a conflict of interest exists, the Master Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the
Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such


 






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powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or
in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees shall be
payable out of the Trust Fund.


 


(b)         In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the
Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)         Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)         Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)         The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


 


Section 8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.


 






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Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12     Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America;


 


(ii)        
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this
Agreement by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)       
The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)        
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 






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(vi)       
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)      
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13     Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly, upon
request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
Master Servicer and Special Servicer may each conclusively rely on the information provided to them regarding identity and/or
contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and Special
Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation
to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information
regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding
any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer,
as applicable.


 


Section 8.14     Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)        
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with
the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and
by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or
any of its assets;


 






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(iii)       
The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


(v)        
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court
or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the
Certificate Administrator;


 


(vi)       
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)     
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate
Administrator to perform its obligations hereunder.


 


Section 8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable.
Accordingly, each of


 






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the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01     Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust
and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance)
or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class
R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of
REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included
in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected
by the Master Servicer, and approved by more than 50% of the Voting Rights of the Classes of Certificates then outstanding (other
than the Controlling Class unless the Controlling Class is the only Class of Certificates then outstanding)) (which approval shall
be deemed given unless more than 50% of such Certificateholders object within twenty (20) days of receipt of notice thereof),
(3) the reasonable out-of-pocket expenses of the Master Servicer with respect to such termination, unless the Master Servicer
is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related
Mortgaged Property, as determined by the Non-Serviced Master Servicer in accordance with clause (2) above, minus (b) solely
in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections  3.03(d)
and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items
shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D Certificates are no longer
outstanding, the voluntary exchange by the Sole Certificateholder of all


 






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the outstanding Certificates (other than the Class R
Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding
paragraph; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of
twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the
Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the
date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account on the
Master Servicer Remittance Date related to such Distribution Date in which the final distribution on the Certificates is to occur
from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if
a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s
portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits
have been made and following the surrender of all its Certificates (other than the Class R Certificates) on the applicable Distribution
Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to
the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 






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The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of
remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund
as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee,
the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the
Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1%. This purchase shall terminate the Trust
and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the Master Servicer Remittance Date relating
to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds
equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such Master Servicer
Remittance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such
final deposits and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the
Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the
Class R Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent


 






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of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon
which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) any remaining amounts of Prepayment Premiums and Yield Maintenance
Charges distributable to the Holders of the Class X-C Certificates pursuant to Section 4.01(e), and (iii) any
remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR
Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests
and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(d), 4.01(e)
and 4.01(e). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the
benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed
of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02     Additional Termination Requirements. In the event the Master Servicer or the Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC
shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified liquidation”
in Section 860F(a)(4) of the Code:


 






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(i)         
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)        
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master
Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)       
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and
in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet
claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election
in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as a class of “regular interests”
and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC.
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated
as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing
interests.


 


(b)        
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)         The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without


 






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limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest of the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each
Trust REMIC. By their acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation
of the Certificate Administrator as the “representative” of each Trust REMIC within the meaning of Section 6223 of
the Code, to the extent such provision is applicable to the Trust REMICs, and (ii) the Holder of the largest Percentage Interest
of the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the
duties of the “tax matters person” for the Trust REMICs.


 


(d)         The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)         The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service a Form 8811, within
thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall sign, the Form 8811.


 


(f)          The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator


 






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receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust
or any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its
sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the
Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)         In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any
“prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust
REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular
Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to
the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c)
and


 






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(y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified
in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the
Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent
such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful
misconduct, bad faith, or negligence by such party.


 


(h)         The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(j)          Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)         Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)          None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)        The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections


 






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allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02   
 Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)         The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03     Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor shall provide
or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the
Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for
tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)         The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   
 Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms


 






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hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)         Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)         Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor
and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC
Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator
upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other
than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of


 






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Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series
2016-JP3, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully
with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator
of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor
or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information
(in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the
Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing
of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related
Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any
related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal
action against such third party in connection with such obligation.


 


Section 11.02   
 Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or
such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and
Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall
provide to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or
any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day
after the effective date of such succession or appointment.


 






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(b)         Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered
into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee
(and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes
a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of
this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and
Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall
not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)         Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is
a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate
Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing
Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate
Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably
necessary to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K


 






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pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or
any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          
Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to
the extent the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in
the same time frame as set forth in this Section 11.02.


 


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the
Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not
delivered to it or


 






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delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will
promptly notify the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify
the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare
any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections  11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D Filings. (a)  Within fifteen (15) days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO


 






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Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to
the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to
cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the
Certificate Administrator shall have any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable expenses incurred by the Trustee or
Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute
Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key”
for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of
the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.”  The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the


 






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Master Servicer or
the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the
aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: Kunal Singh, Telephone: (212) 834-6029. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period
in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form
10-D relating to the reporting period in which such request was received a Special Notice regarding the request to communicate,
and such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the
Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement,
and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)              
After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return
an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the
Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver
to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements of


 






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Item 601(b)(24)
of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors
authorizing such power of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall
sign such Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously
filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final
executed copy of each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue,
32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b)
related to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)         
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)        
(A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or the Trustee, as described under Section 11.10; and


 


(B)         if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance (including


 






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whether such instance
of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps
taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)       
(A)  the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.11; and


 


(B)         if
any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included; and


 


(iv)         
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com
and also (ii) by email to form10K.compliance@cwt.com.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the


 






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performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


(b)          
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall make
available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing
party at the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage
Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal
Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New
York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K
is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized,
as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such
failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties
to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 






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(c)          
Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to
this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the
trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer
shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer,
as applicable, that is a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer
to provide, and (ii) with respect to each other Servicing Function Participant with which the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship
with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley
Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively,
the “Certifying Person”), on or before March 1st of each year commencing in March 2017, a certification
substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, each
entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing
relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided
by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor,
as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been provided by
such Servicing Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial
mortgage securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely
and complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty
(30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other
Securitization either the Performance Certification or a separate certification in form and substance similar to applicable Performance
Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect
to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual),
and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan,
the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification.
The senior officer in


 






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charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.
In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance
with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant
to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses
any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants
to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case
may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing
in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness
of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional
Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such
Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with
respect to completeness of information and reports, to certify anything other than that all fields of information called for in
written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and
approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New
York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on


 






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Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB
Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other
format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information,
if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure
Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New
York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca Russo, Managing Director
and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179,
telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to
the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.


 






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The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such
Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly
notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor
and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence,
of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as
the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under the
related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to
be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator
has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05
and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially


 






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reasonable efforts to cause such Additional Servicer to and (ii) with respect to each other Additional Servicer
that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Additional Servicer to), on or before March 1st of each year commencing in March 2017, furnish to the Trustee,
the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available on its
Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s
Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance,
as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has
been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review,
such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format,
or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the
Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to
each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy
of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer
as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer
has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s
or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer
and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer
or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional
Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer
or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not


 






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required to be filed in respect of the Trust or the trust for any Other Securitization for the
preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of
each year commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its
own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each
other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the
Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II
or such other form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122
of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end
of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to
the form attached hereto as Exhibit II. Such report shall be provided in


 






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EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and
(ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria
for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause
the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the
Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required
to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)         
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
shall also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 






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In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect
to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)          
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing
in March 2017, the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate
Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing
Function Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render
other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report
on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information
Provider and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but
not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating
Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable
to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such
an opinion. Each such related accountant’s


 






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attestation report shall be made in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and
not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and
notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any
Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such


 






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party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for
the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any
registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and
which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response
and/or resolution with the Commission or its staff; provided, however, that if an Affected Reporting Party is a
Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies
of all material communications pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting
Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any
Other Depositor informed of its progress with the Commission or its staff and copy the


 






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Depositor or any Other Depositor on all
correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate
(at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission
or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to
authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its
staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the
Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate
and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor
(including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be)
in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s
expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator.


 






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Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates,
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without
Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without
a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, Attention: Kunal Singh, telecopy number: (212)
834-6029, telephone number: (212) 834-5491 and email: kunal.k.singh@jpmorgan.com, with a copy to Bianca Russo, Managing Director
and Associate General Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York,
New York 10179, telecopy number: (917) 464-6116, telephone number: (212) 648-0946 and email: russo_bianca@jpmorgan.com.


 


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate


 






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Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to the extent the cost thereof
is paid by the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the information provided by the
Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering
materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information
provided by such party with respect to the offering materials related to this transaction, subject to any required changes due
to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator
the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause
to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in
reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may
be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate
with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan
Securitization in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall


 






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provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer
shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(c).


 


(d)           On
or before March 1st of each year commencing in March 2017 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect
to the related trust was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer


 






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shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate
administrator (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate administrator, as
applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of
Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant
to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s
assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation
AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the
foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          
On or before March 1st of each year commencing in March 2017 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate


 






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administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections  11.15(b), (c), (d) or (e)
above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise
required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information,
reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business
Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable
information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)              
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer is in receipt of the updated financial statements (and, in the case of Specially
Serviced Loans and REO Properties, net operating income calculations by the Special Servicer) of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor or the Special Servicer
(who shall deliver any such updated financial statements and net operating income calculations to the Master Servicer upon receipt
or calculation, as applicable, for Specially Serviced Loans and REO Properties), beginning with the first calendar quarter following
receipt of such notice from the Other Depositor, or the updated financial statements (and, in the case of Specially Serviced Loans
and REO Properties, net operating income calculations by the Special Servicer) of such “significant obligor” for any
calendar year from the related Mortgagor or the Special Servicer (who shall deliver any such updated financial statements and
net operating income calculations to the Master Servicer upon receipt or calculation, as applicable, for Specially Serviced Loans
and REO Properties), beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master
Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the Master Servicer or the Special
Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements



 






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of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as
reported by the related Mortgagor in such financial statements.


 





If the Master Servicer or Special
Servicer, as applicable, does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial
information is required to be delivered under the related Mortgage Loan documents, the Master Servicer or Special Servicer, as
applicable, shall notify the Other Depositor with respect to such Other Securitization that includes the related Companion Loan
(and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor) that
it has not received such financial information; provided, however, the Special Servicer shall provide such notice
to the Master Servicer, and the Master Servicer shall forward such notice to the certificate administrator and Other Depositor
related to such Other Securitization. The Master Servicer or Special Servicer, as applicable, shall use efforts consistent with
the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange
Act) to obtain the periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer or Special
Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice
from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization; provided, however, the Special Servicer shall provide such Officer’s Certificate
to the Master Servicer, and the Master Servicer shall forward such Officer’s Certificate to the certificate administrator
and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the Grace Period applicable to such party’s obligations under Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable Grace Period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the 


 






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definition thereof prior
to the expiration of the Grace Period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing
to deliver any item required under this Article XI by the time required hereunder with respect to any reporting period
for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01   
Asset Review.


 


(a)          
On or prior to each Distribution Date, based on either the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an
Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to all Certificateholders
and each other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII
shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website,
by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive
Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator
shall include in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement
describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage
loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement
has occurred”. On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has
become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger
has ceased to exist, and, if there is an occurrence of any of the clauses (1), (2) and/or (3), deliver written
notice of such information (which may be via email) substantially in the form attached hereto as Exhibit SS within two
(2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within
ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt
of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative
vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150
days of receipt of the Asset Review Vote Election (an


 






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“Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the
Directing Certificateholder and the Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset
Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator
with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such
150-day period, (B) an Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator
has received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B)
in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled
to administer any vote in connection with the foregoing through an agent.


 


(b)          
(i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1)
- (5) for all Mortgage Loans), the Master Servicer (with respect to the following clauses (6) and (7) for
Non-Specially Serviced Loans) and the Special Servicer (with respect to clauses (6) and (7) for Specially Serviced
Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business
Days (except with respect to the following clause (7)) after receipt of such notice from the Certificate Administrator,
provide or make available, the following materials (in secure electronic format) to the Asset Representations Reviewer (collectively,
with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this
Agreement, the “Review Materials”):


 


(1)          a copy
of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is
subject to an Asset Review;


 


(2)          a copy
of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 






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(3)          a copy
of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


 


(4)          a copy
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)          a copy
of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to
each Delinquent Loan that is subject to an Asset Review;


 


(6)          a copy
of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or Breach
with respect to any Delinquent Loan; and


 


(7)          any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described below.


 


(ii)        
In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that
the Review Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the
origination of the related Mortgage Loan that are necessary to review and assess one or more documents comprising the Diligence
File in connection with its completion of any Test, the Asset Representations Reviewer shall promptly, but in no event later than
ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and the Master
Servicer or the Special Servicer, as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt
of such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents
to the extent in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of this
Agreement. In the event any missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within
such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller;
provided that the Special Servicer or the Master Servicer, as applicable, shall, and the Mortgage Loan Seller shall be
required under the related Mortgage Loan Purchase Agreement to, deliver such additional documents only to the extent such documents
are in the possession of such party.


 


(iii)         
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to
it by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such


 






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information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)         
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted
to the Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent
Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with
respect to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the Asset Review Standard and the procedures set forth on Exhibit QQ hereto (such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated
Review Materials described in Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to
the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard.


 


(v)          
The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials
or (y) if applicable, Unsolicited Information.


 


(vi)         
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (y) conclusively rely on such Review Materials.


 


(vii)       
The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty
(40) Business Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by
the Certificate Administrator; provided that the Asset Representations Reviewer shall not be required to prepare a preliminary
report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent
Loan. In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a
Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession
or by the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer
as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such
preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents
are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents
shall be deemed to be a failure of such


 






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Test. The Asset Representations Reviewer shall provide such preliminary report to the
Master Servicer or the Special Servicer, as applicable, and the related Mortgage Loan Seller. The Special Servicer, if applicable,
may review such preliminary report and determine whether any information contained in such preliminary report shall be labeled
as “Privileged Information” and thus be excluded from the Asset Review Report and Asset Review Report Summary. If
the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related
Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute
the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall
be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


 


(viii)      
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room
is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration
of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a
report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to the PSA and the related Mortgage Loan Seller for each Delinquent Loan and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the
Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable
Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional
time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no
event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the
Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility
of the Special Servicer or Master Servicer, as applicable, pursuant to Section 2.03(f) of this Agreement.


 


(ix)        
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested
from the Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow
the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations
Reviewer shall prepare the Asset Review Report solely based on the documentation received by the Asset Representations Reviewer
with respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently
obtain any such documentation from any party to this Agreement.


 






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(x)          
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Master Servicer or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special
Servicer, as applicable, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect
in accordance with Section 2.03(b).


 


(c)          
The Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations
Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review
that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not
disclose such documents or information except for purposes of complying with its duties and obligations hereunder.


 


In addition, with respect to any Delinquent Loan
that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations Reviewer to complete a
Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer shall request
such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced
Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced
Special Servicer).


 


(d)          
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or
(2) have been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in
connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the
foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset


 






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Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be
equal to the product of a rate equal to 0.00063% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (excluding (i) any Non-Serviced Mortgage Loan, (ii) any
Servicing Shift Mortgage Loan and (iii) any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)          
Upon the completion of any Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be
entitled to a fee that is a reasonable and customary hourly fee charged by the Asset Representations Reviewer for similar consulting
assignments at the time of such review and any related costs and expenses; provided that the total payment to the Asset
Representations Reviewer shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations
Reviewer Asset Review Fee”). With respect to an individual Asset Review Trigger, the “Asset Representations
Reviewer Cap” shall equal the sum of: (i) $9,500 multiplied by the number of the Mortgage Loans that are Delinquent
Loans and subject to an Asset Review (the “Subject Loans”), plus (ii) $1,500 per Mortgaged Property relating
to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $1,000 per Mortgaged Property relating to
a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise
agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv),
to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated, taking into account the Consumer Price Index for All Urban Consumers,
or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing
Date and for the year of the occurrence of the Asset Review.


 


(c)          
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses
basis would exceed the Asset Representations Reviewer Cap, each Mortgage Loan Seller’s required payment shall be reduced
pro rata according to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers
is equal to the Asset Representations Reviewer Cap; provided, however, that if the related Mortgage Loan Seller
is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer of evidence
reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable,


 






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of such insolvency to pay such amount;
provided, further, however, that notwithstanding any payment of such fee by the Trust to the Asset Representations
Reviewer, such fee shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer,
as applicable, shall be required, to the extent consistent with the Servicing Standard, to pursue remedies against such Mortgage
Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage Loan Seller
or its insolvency estate.


 


(d)          
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by
a Mortgage Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the
Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(c).


 


(e)          
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


(f)          
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession
that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement
that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to
be performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of
the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance
of such assignment and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will
be the successor asset representations reviewer hereunder.


 


Section 12.03   
Resignation of the Asset Representations Reviewer. 
 The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice
thereof to the other parties to this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly
appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations
reviewer shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice
of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment
of a successor


 






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asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer
will bear all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)          
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)           
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


 


(ii)          
any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure
shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring
the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the
same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)         
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and


 






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liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)         
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described
in Section 12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations
Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each
and every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the
Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing not less than 25% of the Voting
Rights (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and
obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer.
The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this
Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything
herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the
Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by
such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates
evidencing more than 75% of a Certificateholder Quorum (without regard to the application of


 






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any Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the
proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other,
the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Asset Representations Reviewer. In such event that holders of the Certificates evidencing at least 75% of the Voting Rights
elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations
Reviewer, the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the
Certificate Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating
Advisor, the Mortgage Loan Sellers, the Depositor and, prior


 






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to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all
of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to
the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination).


 


[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)           
 to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)          
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in
the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to
avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the
Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect
that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of


 






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Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)        
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long
as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)         
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely


 






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affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)          
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency


 






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and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a
tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant
provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provisions specifically required
to be included in this Agreement by any Non-Serviced Intercreditor Agreement without the consent of the holder of the related Non-Serviced
Companion Loan(s).


 


(d)          
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the
same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish a written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Mortgagors, the Underwriters and the Rating Agencies.


 


(e)          
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise. 


 


(g)           The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in


 






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connection therewith pursuant to Section 13.01(a)
or (c) shall be payable out of the Collection Account.


 


(h)           The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)           
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          
This Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially
and adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)          
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually
executed original counterpart of this Agreement.


 






     -421-


     


    

 


(c)          
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)          
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described
under Section 2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor
Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon
or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator
a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit,
action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby. It
is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee,
that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement
or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain
or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided
and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions
of this Section 13.03(c),


 






     -422-


     


    

 


each and every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 






     -423-


     


    

 


In the case of the Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: kunal.k.singh@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


 


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


			with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes



 





In the case of the Special Servicer:



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Abbey Kosakowski

JPMCC 2016-JP3

Email: akosakowski@torchlightinvestors.com


 






     -424-


     


    

 


			with a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

JPMCC 2016-JP3

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753



 


In the case of the Directing Certificateholder:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: William Stasiulatis

JPMCC 2016-JP3

Email: bstasiulatis@torchlightinvestors.com


 


with a copy to:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

JPMCC 2016-JP3

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 


In the case of the Trustee and Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 






     -425-


     


    

 


with a copy to:


 


			Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein



 


In the case of the Operating Advisor
and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 






     -426-


     


    

 


In the case of the Mortgage Loan Sellers:


 


		(i)	JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Tom Cassino

E-mail: thomas.cassino@jpmorgan.com



 


		(ii)	Benefit Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman and Tiffany Putman



 


		(iii)	Starwood Mortgage Funding VI LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: Leslie K. Fairbanks, Executive Vice President

Email: lfairbanks@starwood.com



with a copy to:



LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: Vincent P. Kallaher, Senior Vice President

Email: vkallaher@lnrproperty.com



 


with a copy to:



LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: General Counsel

Email: srivers@lnrproperty.com


 


In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement. 


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed


 






     -427-


     


    

 


within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)           Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 






     -428-


     


    

 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other
than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date), all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve
Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and
all of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies
related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor
shall file or cause to be filed, as a precautionary filing, a UCC Financing Statements in all appropriate locations promptly following
the initial issuance of the Certificates to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the
Trustee) and by the Depositor to the Trustee (copies of which shall be delivered no later than ten (10) days following the Closing
Date), and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable) but in no event at
the expense of the Trust, prepare and file continuation statements with respect thereto, in each case in the six-month period
prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable
manner with the Certificate Administrator in the preparation and filing of such continuation statements. This Section 13.07
shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08    Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders, subject to Section 13.03. Each Mortgage Loan Seller (and its respective
agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion
Loan Securitization and  the Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the
respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.


 


(b)           Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related


 






     -429-


     


    

 


Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)           Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09  
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10   Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)           any material change or amendment to this Agreement;


 


(ii)          the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)        the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the
related Mortgage Loan Purchase Agreement.


 


(b)         The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)           the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          any change in the location of the Collection Account;


 


(iii)         any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties
for any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater
than


 






     -430-


     


    

 


5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $ 35,000,000;


 


(vi)        
any material damage to any Mortgaged Property;


 


(vii)       
any assumption with respect to a Mortgage Loan; and


 


(viii)      
any release or substitution of any Mortgaged Property.


 


(c)         
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)         
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a
party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master
Servicer or Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special
Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Section 13.11   PNC Bank,
National Association.  PNC Bank, National Association, by execution hereof by its division, Midland Loan Services,
a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against
PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a
Division of PNC Bank, National Association.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




     -431-


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.





	 	 	 
	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title: Vice President
	 	 	 
	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title: Senior Vice President 
	 	 	 
	 	TORCHLIGHT LOAN SERVICES, LLC, Special Servicer
	 	 	 
	 	By:	/s/ Jacob Baron
	 	 	Name:  Jacob Baron
	 	 	Title: Authorized Signatory 
	 	 	 
	 	Wells Fargo bank, national association, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Michael J. Baker
	 	 	Name:  Michael J. Baker
	 	 	Title: Vice President



 









    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 


	 	 	 
	 	WELLS
FARGO BANK, National Association, not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/  Michael J. Baker
	 	 	Name:  Michael J. Baker
	 	 	Title: Vice President 
	 	 	 
	 	pentalpha surveillance llc, Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title: Executive Director and Solely as an Authorized

           Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	pentalpha surveillance llc, Operating Advisor
	 	 	 
	 	By:	/s/  James Callahan
	 	 	Name:  James Callahan
	 	 	Title: Executive Director and Solely as an Authorized

           Signatory for Pentalpha Surveillance LLC



 




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 













 


On the 19th day of September,
2016, before me, a notary public in and for said State, personally appeared Dwayne McNicholas known to me to be a Vice President
of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Sharryann D. Ferary
	 	Notary Public
	 	 
	[SEAL]	SHERRYANN D FERARY
	 	Notary Public, State of New York
	My commission expires:	Qualified in Queens County 
	      03/05/2018	No. 01FE6140014
	 	My Commission Expires 03-05-2018



  




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 


 


On the 27th day
of September, 2016, before me, a notary public in and for said State, personally appeared David A. Eckels known to me to be a
Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Brent Kinder
	 	Notary Public
	 	 
	[SEAL]	 BRENT KINDER
	 	NOTARY PUBLIC - State of Kansas
		My Appt. Exp. January 30, 2018
	    	 


  




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK 	)	 








 


On the 19 day
of September, 2016, before me, a notary public in and for said State, personally appeared Jacob Baron known to me to be a
Authorized Signatory of Torchlight Loan Services, LLC, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking
association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Leandra Merola
	 	Notary Public
	 	 
	[SEAL]	LEANDRA MEROLA
	 	Notary Public, State of New York
	My commission expires:	Reg. No. 01ME6331695
	  	Qualified in Kings County 
	 	Commission Expires October 19, 2019



 

 




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF MARYLAND 	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 








 


On the 18th day
of September, 2016, before me, a notary public in and for said State, personally appeared Michael Baker known to me to be
a VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	NOTARY PUBLIC
	My commission expires:	ANNE ARUNDEL COUNTY
	 	MARYLAND 
	 	My Commission Expires 2-22-2017


  




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF  MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 





 


On the 18th day of
September, 2016, before me, a notary public in and for said State, personally appeared Michael Baker known to me to be a
VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association executed
the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Amy Martin
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	NOTARY PUBLIC
	My commission expires:	ANNE ARUNDEL COUNTY
	 	MARYLAND 
	 	My Commission Expires 2-22-2017



 




 




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF Connecticut	)	 
	 	)	ss.:
	COUNTY OF Fairfield	)	 





 


On the 16th day of
September, 2016, before me, a notary public in and for said State, personally appeared James Callahan known to me to be a
executive of Pentalpha Surveillance llc, that executed the within instrument,
and also known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me
that such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Melonie S. Williams 
	 	Notary Public
	 	 
	[SEAL]	MELONIE S. WILLIAMS 
	 	Notary Public 
	My commission expires: 7/31/2019	Connecticut 
		My Commission Expires July 31, 2019


 




    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 





	STATE OF Connecticut	)	 
	 	)	ss.:
	COUNTY OF Fairfield	)	 





 


On the 16th day
of September, 2016, before me, a notary public in and for said State, personally appeared James Callahan known to me to be a
executive of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be the person who
executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Melonie S. Williams 
	 	Notary Public
	 	 
	[SEAL]	MELONIE S. WILLIAMS 
	 	Notary Public 
	My commission expires: 7/31/2019	Connecticut 
	 	My Commission Expires July 31, 2019


 






    JPMCC
2016-JP3 – Pooling and Servicing Agreement


     

    

 


 




 


EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 






 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2        Book-Entry
Certificate legend.


  






    A-1-1 


     

    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 









    A-1-2 


     

    

 



 


	
        PASS-THROUGH RATE: [_____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1
CERTIFICATES AS OF THE CLOSING DATE: $45,932,000
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-1-1] 




 






    A-1-3 


     

    

 





CLASS
A-1 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-1-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-1-5 


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)      
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-1-6 


     

    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)      
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).





 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-1-7 


     

    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 





(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-1-8 


     

    

 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-1-9 


     

    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-1-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-12 


     

    

 


EXHIBIT
A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 






 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2        Book-Entry
Certificate legend.


 






    A-2-1 


     

    

 







REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 















    A-2-2 


     

    

  


	
        PASS-THROUGH RATE: [_____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2
CERTIFICATES AS OF THE CLOSING DATE: $97,274,000
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-2-1]




 






    A-2-3 


     

    

 


CLASS
A-2 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-2-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-2-5 


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 





(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-2-6 


     

    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)       to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).





 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-2-7 


     

    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 





(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-2-8 


     

    

 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-2-9 


     

    



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-2-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-12 


     

    



 


EXHIBIT A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


CLASS A-3


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2        Book-Entry
Certificate legend.


  






    A-3-1 


     

    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-3-2 


     

    




  


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3
        CERTIFICATES AS OF THE CLOSING DATE: $16,726,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        oPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-3-1] 




 






    A-3-3 


     

    

 


CLASS
A-3 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-3-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-3-5 


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 





(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-3-6 


     

    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).





 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-3-7 


     

    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 





(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-3-8 


     

    

 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-9 


     

    



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-12 


     

    
 


EXHIBIT A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 






 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2       Book-Entry
Certificate legend.


 






    A-4-1 


     

    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 









    A-4-2 


     

    

  


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4
CERTIFICATES AS OF THE CLOSING DATE: $300,000,000
	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        oPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-4-1]




 






    A-4-3 


     

    

 


CLASS
A-4 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-4-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-4-5 


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 





(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-4-6 


     

    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)       to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).





 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-4-7 


     

    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 





(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-4-8 


     

    

 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-4-9 


     

    



 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-4-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-4-12 


     

    
 


EXHIBIT
A-5


 


FORM OF CLASS A-5 CERTIFICATE


 


CLASS A-5


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 






 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Book-Entry
Certificate legend.


 






    A-5-1 


     

    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 









    A-5-2 


     

    




  


	
        PASS-THROUGH RATE: [_____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-5
CERTIFICATES AS OF THE CLOSING DATE: $342,359,000
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-5-1]




 






    A-5-3 


     

    

 


CLASS
A-5 CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-5-4 


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-5-5 


     

    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 





(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-5-6 


     

    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)       to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).





 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-5-7 


     

    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 





(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-5-8 


     

    

 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-5-9 


     

    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-5-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-5-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 


    A-5-12 


     

    

 





 


EXHIBIT A-6


 


FORM OF CLASS A-SB CERTIFICATE


 


CLASS A-SB


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-SB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER OR ANY OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 














		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



 



    A-6-1 


     

    




  


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-6-2 


     

    

  


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $49,955,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        oPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-SB-1]

        




 






    A-6-3 


     

    




 


CLASS
A-SB CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-6-4 


     

    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-6-5 


     

    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-6-6 


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBSs industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-6-7 


     

    

 


beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-6-8 


     

    




 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-6-9 


     

    

  


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	September 30, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS
A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






    A-6-10 


     

    

   


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






    A-6-11 


     

    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-6-12 


     

    





  


EXHIBIT A-7


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS
A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE
TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE


 





 









		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





		2	Book-Entry
                                         Certificate legend.



 






    A-7-1 


     

    

 





INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-7-2 


     

    

  


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $970,952,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        oPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-A-1] [X-A-2]

        




 






    A-7-3 


     

    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant to
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A


 






    A-7-4 


     

    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in


 






    A-7-5 


     

    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of
each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-7-6 


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-7-7 


     

    

 


beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-7-8 


     

    




 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-7-9 


     

    




 


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	September 30, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-A
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 






    A-7-10 


     

    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 






    A-7-11 


     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-7-12 


     

    





 


 EXHIBIT
A-8


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE
TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE


 





 






		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.











 






    A-8-1 


     

    

 


INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-8-2 


     

    

  


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $56,309,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        oPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-B-1]

        




 






    A-8-3 


     

    

 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant to
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B


 






    A-8-4 


     

    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in


 






    A-8-5 


     

    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of
each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-8-6 


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-8-7 


     

    

 


beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-8-8 


     

    




 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-8-9 


     

    

  


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  


		Dated:	September 30, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-B
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






    A-8-10 


     

    

   


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  


 






    A-8-11 


     

    


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 








    A-8-12 


     

    




 


EXHIBIT A-9


 


FORM OF CLASS X-C CERTIFICATE


 


CLASS X-C


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS X-C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 






		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
                                         Certificate legend.



  






    A-9-1 


     

    

 


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME
WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CLASS X-C CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS C AND CLASS D CERTIFICATES. ACCORDINGLY, THE
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE
TO THE HOLDERS OF THE CLASS X-C CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    A-9-2 


     

    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES
        AS OF THE CLOSING DATE: $105,009,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        oPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-C-1]

        




 






    A-9-3 


     

    




 


CLASS X-C
CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-C Certificates issued by the Trust created pursuant to
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-C Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-C


 






    A-9-4 


     

    




 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Interest allocated
to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the
Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in


 






    A-9-5 


     

    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class X-C Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of
each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-9-6 


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-9-7 


     

    

 


beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 









    A-9-8 


     

    




  


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-9-9 


     

    

  


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	September 30, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-C
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






    A-9-10 


     

    

   


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  


 






    A-9-11 


     

    
















 


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-9-12 


     

    

 


EXHIBIT A-10


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 









		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.



  






    A-10-1 


     

    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO THE CLASS
A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B AND CLASS X-C CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-10-2 


     

    

  


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS
        DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $118,706,000

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
        A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT LOAN
        SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-S-1]

        




 






    A-10-3 


     

    




 


CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant to
the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and
the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue
of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement
shall govern.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-10-4 


     

    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain other
amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth
in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be
allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under the Pooling
and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on
any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in
the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed to
any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar
or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory


 






    A-10-5 


     

    

 


to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge shall
be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-10-6 


     

    

 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-10-7 


     

    

 


beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-10-8 


     

    




 


Following the date on which the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-10-9 


     

    




 


IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and
Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  


		Dated:	September 30, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS A-S
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.








	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 






    A-10-10 


     

    




 


  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  


 






    A-10-11 


     

    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-10-12 


     

    







 


EXHIBIT
A-11


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 



 


1     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry Certificate legend.


 


    A-11-1


     


    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C AND CLASS A-S CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    A-11-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $56,309,000

         
	 	
        MASTER SERVICER:  MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [B-1]





 




    A-11-3


     


    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-11-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 



    A-11-5


     


    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-11-6


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 



    A-11-7


     


    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 



    A-11-8


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-11-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-11-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-11-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 







    A-11-12


     


    

 


EXHIBIT
A-12


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY



 


 



 


1     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry Certificate legend.


 


    A-12-1


     


    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S AND CLASS B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-12-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $50,222,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [C-1]

         



 




    A-12-3


     


    
 

CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-12-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 



    A-12-5


     


    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-12-6


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 



    A-12-7


     


    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 



    A-12-8


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-12-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-12-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-12-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 








    A-12-12


     


    

 


EXHIBIT
A-13


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 


1     Temporary Regulation S Book-Entry Certificate legend.


 


2     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry Certificate legend.


 


    A-13-1


     


    

 





PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME
WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE
BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE
RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B
AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    A-13-2


     


    


 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $54,787,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [D-1] [D-S-1]





 




    A-13-3


     


    
 

CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-13-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed 


 



    A-13-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of 


 



    A-13-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 



    A-13-7


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on


 



    A-13-8


     


    

 


or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-13-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-13-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-13-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 







    A-13-12


     


    

 


EXHIBIT
A-14


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 






 


1     Temporary Regulation S Book-Entry Certificate legend.


 


2     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry Certificate legend.


 


    A-14-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME
WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 



    A-14-2


     


    

 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B,
CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    A-14-3


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS E
        CERTIFICATES AS OF THE CLOSING DATE: $22,828,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [E-1] [E-S-1]





 




    A-14-4


     


    
 

CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-14-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-14-6


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of


 



    A-14-7


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 



    A-14-8


     


    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on


 



    A-14-9


     


    

 


or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-14-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-14-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-14-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 








    A-14-13


     


    

 


EXHIBIT
A-15


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.





 


 



 


1     Temporary Regulation S Book-Entry Certificate legend.


 


2     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry Certificate legend.


 



    A-15-1


     


    
 

PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME
WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


    A-15-2


     


    
 

[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B, CLASS
C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 


    A-15-3


     


    


 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE:

        OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $15,219,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [F-1] [F-S-1]





 




    A-15-4


     


    

 


CLASS
F CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-15-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 



    A-15-6


     


    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-15-7


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 



    A-15-8


     


    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 



    A-15-9


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-15-10


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September 30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-15-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-15-12


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 








    A-15-13


     


    





 


EXHIBIT
A-16


 


FORM OF CLASS NR CERTIFICATE


 


CLASS NR


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 


 


 






 


		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.




 






    A-16-1 


    	 



    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME
WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-16-2 


    	 



    

 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B, CLASS
C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.]


 






    A-16-3 


    	 



    










 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS NR
        CERTIFICATES AS OF THE CLOSING DATE: $47,177,696

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [NR-1] [NR-S-1]



 






    A-16-4 


    	 



    

 





CLASS
NR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class NR Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class NR Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-16-5 


    	 



    






Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class NR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory


 






    A-16-6 


    	 



    

 


to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class NR Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the


 









    A-16-7 


    	 



    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party


 






    A-16-8 


    	 



    

 


beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 






    A-16-9 


    	 



    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-16-10 


    	 



    







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September
30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS NR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-16-11 


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-16-12 


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-16-13 


    	 



    

  








EXHIBIT
A-17


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


JPMCC
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP3


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-JP3, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 






    A-17-1 


    	 



    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.]


 









    A-17-2 


    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF SEPTEMBER 1,
        2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: SEPTEMBER 30, 2016

         

        FIRST DISTRIBUTION DATE: OCTOBER 17, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-1

	 				


 












    A-17-3 


    	 



    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing
Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the JPMCC COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby
irrevocably designated and shall serve as (i) attorney-in-fact and agent for any such Person that is the “tax matters person”
and (ii) the “representative” of each Trust REMIC within the meaning of Section 6223 of the Internal Revenue Code,
to the extent such provision is applicable to the Trust REMICs.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is


 






    A-17-4 


    	 



    

 


registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either


 






    A-17-5 


    	 



    

 


(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify
the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of
any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any
Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached
to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee
is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and
that it agrees to be bound by and to abide by the provisions of Section 5.03(n) of the Pooling and Servicing Agreement; (C) notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge or reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person
or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree
(1) not to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 









    A-17-6 


    	 



    

 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is
outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such


 






    A-17-7 


    	 



    

 


Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)          adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)          change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in


 


 



    A-17-8 


    	 



    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-17-9 


    	 



    







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	September
30, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-17-10 


    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-17-11 


    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-17-12 


    	 



    

 








 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 


 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMCC 2016-JP3 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County	 	Property
    Name	 	Size 	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 	 	Original
    Term
	1	 	JPMCB	 	Solow Building Company
    II, L.L.C., Solovieff Realty Co. II, L.L.C.	 	9 West 57th Street	 	New York	 	NY	 	10019	 	New York	 	9 West 57th Street	 	1,680,218	 	Square Feet	 	                         2.85950
    	 	2.85032 	 	       100,000,000
    	 	   100,000,000.00
    	 	120
	2	 	JPMCB	 	693 Fifth Owner LLC	 	693 Fifth Avenue	 	New York	 	NY	 	10022	 	New York	 	693 Fifth Avenue	 	96,514	 	Square Feet	 	                         3.96600
    	 	3.95557 	 	         80,000,000
    	 	     80,000,000.00
    	 	120
	3	 	JPMCB	 	Opry Mills Mall Limited
    Partnership	 	433 Opry Mills Drive	 	Nashville	 	TN	 	37214	 	Davidson	 	Opry Mills	 	1,169,633	 	Square Feet	 	                         4.09200
    	 	4.08157 	 	         80,000,000
    	 	     80,000,000.00
    	 	120
	4	 	JPMCB	 	Emporium Mall LLC, S.F.
    Centre Limited Partnership	 	865 Market Street	 	San Francisco	 	CA	 	94103	 	San Francisco	 	Westfield San Francisco
    Centre	 	794,521	 	Square Feet	 	                         3.39400
    	 	3.38482 	 	         60,000,000
    	 	     60,000,000.00
    	 	120
	5	 	JPMCB	 	CIM/Oakland 1 Kaiser
    Plaza, LP	 	1 Kaiser Plaza	 	Oakland	 	CA	 	94612	 	Alameda	 	1 Kaiser Plaza	 	528,158	 	Square Feet	 	                         4.14000
    	 	4.12654 	 	         60,000,000
    	 	     60,000,000.00
    	 	120
	6	 	JPMCB	 	Hertz Indianapolis 111
    Monument, LLC	 	111 Monument Circle
    and 120 North Pennsylvania Street	 	Indianapolis	 	IN	 	46204	 	Marion	 	Salesforce Tower	 	1,105,117	 	Square Feet	 	                         4.36690
    	 	4.35344 	 	         60,000,000
    	 	     60,000,000.00
    	 	120
	7	 	BSP	 	6835 West Buckeye Road
    Titleholder, LLC	 	6835 West Buckeye Road	 	Phoenix	 	AZ	 	85043	 	Maricopa	 	Amazon Buckeye Logistics
    Center	 	1,009,351	 	Square Feet	 	                         4.50000
    	 	4.48654 	 	         48,587,500
    	 	     48,587,500.00
    	 	120
	8	 	SMF VI	 	CP Commercial Delaware,
    LLC	 	189 Crocker Park Boulevard	 	Westlake	 	OH	 	44145	 	Cuyahoga	 	Crocker Park Phase One
    & Two	 	615,062	 	Square Feet	 	                         4.92000
    	 	4.87957 	 	         40,000,000
    	 	     40,000,000.00
    	 	120
	9	 	JPMCB	 	CIM/Oakland 1333 Broadway,
    LP	 	1333 Broadway	 	Oakland	 	CA	 	94612	 	Alameda	 	1333 Broadway	 	240,051	 	Square Feet	 	                         4.14000
    	 	4.12654 	 	         39,500,000
    	 	     39,500,000.00
    	 	120
	10	 	JPMCB	 	DE Laguna Design Borrower
    LLC, Laguna Design Dunhill LLC	 	23807 & 23811 Aliso
    Creek Road	 	Laguna Niguel	 	CA	 	92677	 	Orange	 	Laguna Design Center	 	236,727	 	Square Feet	 	                         4.30000
    	 	4.28654 	 	         38,150,000
    	 	     38,150,000.00
    	 	120
	11	 	BSP	 	DHM Salt Lake City Hotel
    Lessee, LP	 	150 West 500 South	 	Salt Lake City	 	UT	 	84101	 	Salt Lake	 	Sheraton Salt Lake City	 	362	 	Rooms	 	                         5.32000
    	 	5.30654 	 	         35,000,000
    	 	     35,000,000.00
    	 	120
	12	 	SMF VI	 	100 & RW CRA LLC	 	Various	 	Princeton	 	NJ	 	08540	 	Middlesex	 	National Business Park 	 	450,543	 	Square Feet	 	                         4.68000
    	 	4.66654 	 	         33,000,000
    	 	     33,000,000.00
    	 	120
	12.01	 	SMF VI	 	 	 	4 Research Way	 	Princeton	 	NJ	 	08540	 	Middlesex	 	4 Research Way	 	123,860	 	Square Feet	 	                         4.68000
    	 	 	 	           9,986,330
    	 	       9,986,330.43
    	 	120
	12.02	 	SMF VI	 	 	 	2 Research Way	 	Princeton	 	NJ	 	08540	 	Middlesex	 	2 Research Way	 	116,746	 	Square Feet	 	                         4.68000
    	 	 	 	           9,165,802
    	 	       9,165,802.50
    	 	120
	12.03	 	SMF VI	 	 	 	107 College Road East	 	Princeton	 	NJ	 	08540	 	Middlesex	 	107 College Road East	 	78,759	 	Square Feet	 	                         4.68000
    	 	 	 	           5,382,041
    	 	       5,382,041.01
    	 	120
	12.04	 	SMF VI	 	 	 	105 College Road East	 	Princeton	 	NJ	 	08540	 	Middlesex	 	105 College Road East	 	77,618	 	Square Feet	 	                         4.68000
    	 	 	 	           5,292,600
    	 	       5,292,599.58
    	 	120
	12.05	 	SMF VI	 	 	 	103 College Road East	 	Princeton	 	NJ	 	08540	 	Middlesex	 	103 College Road East	 	53,560	 	Square Feet	 	                         4.68000
    	 	 	 	           3,173,226
    	 	       3,173,226.49
    	 	120
	13	 	JPMCB	 	Tucson Charleston LLC	 	300 Court Street	 	Charleston	 	WV	 	25301	 	Kanawha	 	Embassy Suites Charleston	 	253	 	Rooms	 	                         4.20000
    	 	4.18654 	 	         29,580,000
    	 	     29,580,000.00
    	 	120
	14	 	BSP	 	DC-8-9-10 DE, LLC	 	21271, 21267 and 21263
    Smith Switch Road	 	Ashburn	 	VA	 	20147	 	Loudoun	 	Vadata - Ashburn Data
    Center	 	430,663	 	Square Feet	 	                         3.40000
    	 	3.38654 	 	         28,000,000
    	 	     28,000,000.00
    	 	120
	15	 	JPMCB	 	Tucson Tampa LLC	 	3705 Spectrum Boulevard	 	Tampa	 	FL	 	33612	 	Hillsborough	 	Embassy Suites Busch
    Gardens Hotel	 	247	 	Rooms	 	                         4.20000
    	 	4.18654 	 	         27,540,000
    	 	     27,540,000.00
    	 	120
	16	 	JPMCB	 	Hertz Milwaukee 100
    East Wisconsin, LLC	 	100 East Wisconsin Avenue
    and 720 North Water Street	 	Milwaukee	 	WI	 	53202	 	Milwaukee	 	100 East Wisconsin Avenue	 	435,443	 	Square Feet	 	                         3.87445
    	 	3.86402 	 	         25,000,000
    	 	     25,000,000.00
    	 	120
	17	 	JPMCB	 	Church St. Lodging Associates,
    LLP	 	706 Church Street	 	Nashville	 	TN	 	37203	 	Davidson	 	Homewood Suites Nashville
    Downtown	 	113	 	Rooms	 	                         4.70000
    	 	4.68654 	 	         24,190,000
    	 	     24,190,000.00
    	 	60
	18	 	BSP	 	83rd Street SG LLC	 	2500 83rd Street	 	North Bergen	 	NJ	 	07047	 	Hudson	 	2500 83rd Street	 	293,594	 	Square Feet	 	                         4.85000
    	 	4.83654 	 	         23,500,000
    	 	     23,474,137.56
    	 	120
	19	 	JPMCB	 	Fountains at the Bayou,
    LLC	 	11710 & 11810 Algonquin
    Drive	 	Houston	 	TX	 	77089	 	Harris	 	Fountains at the Bayou	 	458	 	Units	 	                         4.81600
    	 	4.77254 	 	         22,050,000
    	 	     22,050,000.00
    	 	60
	20	 	JPMCB	 	1550 West Southern LLC	 	1550 West Southern Avenue	 	Mesa	 	AZ	 	85202	 	Maricopa	 	Centrica	 	116,982	 	Square Feet	 	                         4.50000
    	 	4.48654 	 	         22,000,000
    	 	     21,973,779.23
    	 	120
	21	 	SMF VI	 	T-L Marketplace LLC	 	5845, 5663, 5701 &
    5671 East Circle Drive	 	Cicero	 	NY	 	13039	 	Onondaga	 	Cicero Marketplace	 	146,849	 	Square Feet	 	                         4.17000
    	 	4.15654 	 	         20,500,000
    	 	     20,463,472.02
    	 	120
	22	 	SMF VI	 	Hillside Realty Associates,
    L.P.	 	600 North Union Avenue	 	Hillside	 	NJ	 	07205	 	Union	 	Hillside Industrial	 	743,047	 	Square Feet	 	                         5.13000
    	 	5.11654 	 	         20,000,000
    	 	     20,000,000.00
    	 	120
	23	 	JPMCB	 	Palmdale Lodging Associates
    LLC	 	39375 5th Street West	 	Palmdale	 	CA	 	93551	 	Los Angeles	 	Embassy Suites Palmdale	 	150	 	Rooms	 	                         4.70000
    	 	4.68654 	 	         19,990,000
    	 	     19,990,000.00
    	 	60
	24	 	BSP	 	DC-12-14 DE, LLC	 	7060 & 7070 Wellington
    Road	 	Manassas	 	VA	 	20109	 	Prince William	 	Vadata - Manassas Data
    Center	 	297,160	 	Square Feet	 	                         3.40000
    	 	3.38654 	 	         19,000,000
    	 	     19,000,000.00
    	 	120
	25	 	JPMCB	 	1049 Powers Ferry, LLC	 	1049 Powers Ferry Road
    Southeast	 	Marietta	 	GA	 	30067	 	Cobb	 	The Villas of East Cobb	 	414	 	Units	 	                         4.75000
    	 	4.73654 	 	         19,000,000
    	 	     18,816,164.07
    	 	84
	26	 	JPMCB	 	Ridgefield Park Lodging
    Associates, LLP	 	70 Challenger Road	 	Ridgefield Park	 	NJ	 	07660	 	Bergen	 	Hilton Garden Inn Ridgefield
    Park	 	140	 	Rooms	 	                         4.90000
    	 	4.88654 	 	         18,120,000
    	 	     18,120,000.00
    	 	60
	27	 	JPMCB	 	BVK New York Retail
    LLC	 	415 West 13th Street	 	New York	 	NY	 	10014	 	New York	 	415 West 13th Street	 	8,058	 	Square Feet	 	                         3.75000
    	 	3.73654 	 	         18,000,000
    	 	     18,000,000.00
    	 	120
	28	 	SMF VI	 	ESLBV Property Owner,
    LLC	 	8100 Lake Street	 	Orlando	 	FL	 	32836	 	Orange	 	Embassy Suites Lake
    Buena Vista	 	334	 	Rooms	 	                         5.48000
    	 	5.46654 	 	         17,000,000
    	 	     16,932,573.99
    	 	120
	29	 	JPMCB	 	Shadow Creek Houston,
    LLC	 	7500 Pinemont Drive	 	Houston	 	TX	 	77040	 	Harris	 	Shadow Creek Apartments	 	296	 	Units	 	                         4.78600
    	 	4.73254 	 	         14,300,000
    	 	     14,300,000.00
    	 	60
	30	 	JPMCB	 	Lakeside at Arbor Place,
    LLC	 	3000 Highway 5 and 7090
    Arbor Parkway	 	Douglasville	 	GA	 	30135	 	Douglas	 	Wesley Pond	 	246	 	Units	 	                         4.00000
    	 	3.98654 	 	         14,000,000
    	 	     14,000,000.00
    	 	120
	31	 	SMF VI	 	York Decatur Crossing,
    LLC	 	6420, 6450 & 6480
    Cameron Street	 	Las Vegas	 	NV	 	89118	 	Clark	 	Decatur Crossing II	 	140,596	 	Square Feet	 	                         4.60000
    	 	4.58654 	 	         13,600,000
    	 	     13,584,151.48
    	 	120
	32	 	BSP	 	DC-11 DE, LLC	 	15395 John Marshall
    Highway	 	Haymarket	 	VA	 	20169	 	Prince William	 	Vadata - Haymarket Data
    Center	 	236,000	 	Square Feet	 	                         3.40000
    	 	3.38654 	 	         13,000,000
    	 	     13,000,000.00
    	 	120
	33	 	JPMCB	 	FHCC 1965 Cedar Creek
    Road, LLC	 	1965 Cedar Creek Road	 	Fayetteville	 	NC	 	28312	 	Cumberland	 	Doubletree Fayetteville	 	148	 	Rooms	 	                         5.30000
    	 	5.28654 	 	         10,725,000
    	 	     10,691,434.99
    	 	120
	34	 	SMF VI	 	RRG Buffalo Apartments
    LLC	 	Various	 	Various	 	NY	 	Various	 	Erie	 	Triad and University
    Court Apartments 	 	139	 	Units	 	                         4.55000
    	 	4.53654 	 	         10,500,000
    	 	     10,500,000.00
    	 	120
	34.01	 	SMF VI	 	 	 	1400 Millersport Highway	 	Amherst	 	NY	 	14221	 	Erie	 	Triad Apartments	 	95	 	Units	 	                         4.55000
    	 	 	 	           8,013,158
    	 	       8,013,157.89
    	 	120
	34.02	 	SMF VI	 	 	 	3442 Main Street	 	Buffalo 	 	NY	 	14214	 	Erie	 	University Court Apartments 	 	44	 	Units	 	                         4.55000
    	 	 	 	           2,486,842
    	 	       2,486,842.11
    	 	120
	35	 	SMF VI	 	Sawtelle Capital Ventures,
    LLC	 	1950 Sawtelle Boulevard	 	Los Angeles	 	CA	 	90025	 	Los Angeles	 	West LA Office - 1950
    Sawtelle Boulevard	 	106,875	 	Square Feet	 	                         5.07000
    	 	5.05957 	 	         10,000,000
    	 	     10,000,000.00
    	 	120
	36	 	BSP	 	WW HOLX Bentonville,
    LLC, WW FFI Springdale, LLC	 	Various	 	Various	 	AR	 	Various	 	Various	 	Arkansas Hotel Portfolio	 	158	 	Rooms	 	                         4.87000
    	 	4.85654 	 	         10,000,000
    	 	       9,986,603.25
    	 	120
	36.01	 	BSP	 	 	 	2205 Southeast Walton
    Boulevard	 	Bentonville	 	AR	 	72712	 	Benton	 	Holiday Inn Express
    Bentonville	 	84	 	Rooms	 	                         4.87000
    	 	 	 	           5,360,360
    	 	       5,353,179.22
    	 	120
	36.02	 	BSP	 	 	 	1043 Rieff Street	 	Springdale	 	AR	 	72762	 	Washington	 	Fairfield Inn &
    Suites Springdale	 	74	 	Rooms	 	                         4.87000
    	 	 	 	           4,639,640
    	 	       4,633,424.03
    	 	120
	37	 	JPMCB	 	Blanchard Grove Properties,
    L.L.C.	 	Various	 	West Monroe	 	LA	 	71291	 	Ouachita	 	Sunshine Heights Shopping
    Center & Attic Self Storage	 	Various	 	Various	 	                         4.75000
    	 	4.73654 	 	           9,410,000
    	 	       9,410,000.00
    	 	120
	37.01	 	JPMCB	 	 	 	3426 Cypress Street	 	West Monroe	 	LA	 	71291	 	Ouachita	 	Sunshine Heights Shopping
    Center	 	101,396	 	Square Feet	 	                         4.75000
    	 	 	 	           7,324,933
    	 	       7,324,932.56
    	 	120
	37.02	 	JPMCB	 	 	 	200 Warren Drive	 	West Monroe	 	LA	 	71291	 	Ouachita	 	Attic Self Storage	 	489	 	Units	 	                         4.75000
    	 	 	 	           2,085,067
    	 	       2,085,067.44
    	 	120
	38	 	SMF VI	 	Summit Lodging ESP LLC	 	803 Heritage Park Boulevard	 	Layton	 	UT	 	84041	 	Davis	 	Hilton Home2 Suites
    Layton	 	107	 	Rooms	 	                         5.40000
    	 	5.38654 	 	           9,100,000
    	 	       9,082,390.55
    	 	120
	39	 	JPMCB	 	Osceola Lodging Associates,
    LLP	 	4971 Calypso Cay Way	 	Kissimmee	 	FL	 	34746	 	Osceola	 	Hampton Inn Suites Orlando
    South Lake Buena Vista	 	125	 	Rooms	 	                         4.90000
    	 	4.88654 	 	           8,700,000
    	 	       8,700,000.00
    	 	60
	40	 	SMF VI	 	Naman Aiken I, LLC	 	2897 Whiskey Road	 	Aiken	 	SC	 	29803	 	Aiken	 	Holiday Inn Express
    - Aiken	 	95	 	Rooms	 	                         4.99000
    	 	4.97654 	 	           8,000,000
    	 	       7,961,687.03
    	 	120
	41	 	SMF VI	 	BDB Laurel Springs,
    LLC	 	3245 Peachtree Parkway	 	Suwanee	 	GA	 	30024	 	Forsyth	 	Shops at Laurel Springs	 	68,465	 	Square Feet	 	                         4.35000
    	 	4.33654 	 	           7,085,000
    	 	       7,085,000.00
    	 	120
	42	 	BSP	 	Fort Wayne Portfolio
    Corporation	 	Various	 	Fort Wayne	 	IN	 	Various	 	Allen	 	Fort Wayne Office Portfolio	 	178,388	 	Square Feet	 	                         4.85000
    	 	4.83654 	 	           6,300,000
    	 	       6,286,104.36
    	 	120
	42.01	 	BSP	 	 	 	7030 Pointe Inverness
    Way	 	Fort Wayne	 	IN	 	46804	 	Allen	 	Pointe Inverness II	 	57,873	 	Square Feet	 	                         4.85000
    	 	 	 	           2,467,133
    	 	       2,461,691.22
    	 	120
	42.02	 	BSP	 	 	 	3400 East Coliseum Boulevard	 	Fort Wayne	 	IN	 	46805	 	Allen	 	Executive Center I	 	59,711	 	Square Feet	 	                         4.85000
    	 	 	 	           1,982,517
    	 	       1,978,144.73
    	 	120
	42.03	 	BSP	 	 	 	3500 East Coliseum Boulevard	 	Fort Wayne	 	IN	 	46805	 	Allen	 	Executive Center II	 	60,804	 	Square Feet	 	                         4.85000
    	 	 	 	           1,850,350
    	 	       1,846,268.41
    	 	120
	43	 	BSP	 	Sky Forest, LLC	 	1024 Ashwood Court	 	Gastonia	 	NC	 	28054	 	Gaston	 	Fern Forest Apartments	 	184	 	Units	 	                         4.53000
    	 	4.51654 	 	           6,225,000
    	 	       6,225,000.00
    	 	120
	44	 	BSP	 	E-L Douglasville, LLC	 	7003 Concourse Parkway	 	Douglasville	 	GA	 	30134	 	Douglas	 	Douglasville Crossroads	 	42,720	 	Square Feet	 	                         4.70000
    	 	4.68654 	 	           5,800,000
    	 	       5,786,759.06
    	 	120
	45	 	BSP	 	Gateway SB LLC	 	6325-6440 Main Street	 	Woodridge	 	IL	 	60517	 	DuPage	 	Seven Bridges	 	49,115	 	Square Feet	 	                         4.50000
    	 	4.48654 	 	           5,550,000
    	 	       5,543,385.22
    	 	120
	46	 	BSP	 	Blue Cougar RDU II,
    LLC	 	5219 Page Road	 	Durham	 	NC	 	27703	 	Durham	 	Comfort Suites Raleigh-Durham
    Airport	 	125	 	Rooms	 	                         5.02000
    	 	5.00654 	 	           5,500,000
    	 	       5,473,792.90
    	 	120
	47	 	BSP	 	M&M Ellensburg LLC	 	211 West Umptanum Road	 	Ellensburg	 	WA	 	98926	 	Kittitas	 	Best Western Ellensburg	 	55	 	Rooms	 	                         5.41000
    	 	5.39654 	 	           4,700,000
    	 	       4,686,539.56
    	 	120
	48	 	SMF VI	 	Sun Devil Retail Investors
    LLC, FSU Retail Investors LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	State University Retail
    Portfolio	 	11,190	 	Square Feet	 	                         4.30000
    	 	4.28654 	 	           4,450,000
    	 	       4,450,000.00
    	 	120
	48.01	 	SMF VI	 	 	 	105 & 111 West University
    Drive	 	Tempe	 	AZ	 	85281	 	Maricopa	 	Blaze Pizza and First
    Watch	 	7,077	 	Square Feet	 	                         4.30000
    	 	 	 	           3,240,000
    	 	       3,240,000.00
    	 	120
	48.02	 	SMF VI	 	 	 	1814 West Tennessee
    Street	 	Tallahassee	 	FL	 	32304	 	Leon	 	Mattress Firm	 	4,113	 	Square Feet	 	                         4.30000
    	 	 	 	           1,210,000
    	 	       1,210,000.00
    	 	120
	49	 	BSP	 	Sterling Equities I,
    LLC	 	11317 Big Bend Road	 	Riverview	 	FL	 	33579	 	Hillsborough	 	Summerfield Shoppes	 	40,000	 	Square Feet	 	                         5.05000
    	 	5.03654 	 	           4,275,000
    	 	       4,275,000.00
    	 	120
	50	 	BSP	 	Swami Shri, LLC	 	157 Soldiers Colony
    Road	 	Canton	 	MS	 	39046	 	Madison	 	Holiday Inn Express
    Canton	 	80	 	Rooms	 	                         5.35000
    	 	5.33654 	 	           4,000,000
    	 	       3,994,221.30
    	 	120
	51	 	BSP	 	Wilshire Manor DST	 	1450 Sagebrush Trail	 	Euless	 	TX	 	76040	 	Tarrant	 	Wilshire Manor Apartments	 	118	 	Units	 	                         5.25000
    	 	5.23654 	 	           2,730,000
    	 	       2,730,000.00
    	 	120
	52	 	SMF VI	 	Bluffton Cube Partners,
    LLC	 	33 Parmenter Road	 	Bluffton	 	SC	 	29910	 	Beaufort	 	Bluffton Self Storage	 	301	 	Units	 	                         4.98600
    	 	4.97254 	 	           2,375,000
    	 	       2,375,000.00
    	 	120




 






    	 	B-1	 



     

    

 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMCC 2016-JP3 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)	 	Revised
    Rate (%)	 	Title
    Type
	1	 	JPMCB	 	Solow Building Company
    II, L.L.C., Solovieff Realty Co. II, L.L.C.	120	 	09/01/26	 	0	 	0	 	         241,601.27
    	 	0.00375	 	Actual/360	 	No	 	 	 	Fee/Leasehold
	2	 	JPMCB	 	693 Fifth Owner LLC	118	 	07/01/26	 	300	 	300	 	         420,769.06
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	3	 	JPMCB	 	Opry Mills Mall Limited
    Partnership	118	 	07/01/26	 	0	 	0	 	         276,588.89
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	4	 	JPMCB	 	Emporium Mall LLC, S.F.
    Centre Limited Partnership	119	 	08/01/26	 	0	 	0	 	         172,056.94
    	 	0.00375	 	Actual/360	 	No	 	 	 	Fee/Leasehold
	5	 	JPMCB	 	CIM/Oakland 1 Kaiser
    Plaza, LP	118	 	07/01/26	 	0	 	0	 	         209,875.00
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	6	 	JPMCB	 	Hertz Indianapolis 111
    Monument, LLC	120	 	09/01/26	 	0	 	0	 	         221,377.57
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	7	 	BSP	 	6835 West Buckeye Road
    Titleholder, LLC	119	 	08/06/26	 	0	 	0	 	         184,733.72
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	8	 	SMF VI	 	CP Commercial Delaware,
    LLC	119	 	08/06/26	 	360	 	360	 	         212,777.21
    	 	0.03500	 	Actual/360	 	No	 	 	 	Fee
	9	 	JPMCB	 	CIM/Oakland 1333 Broadway,
    LP	118	 	07/01/26	 	0	 	0	 	         138,167.71
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	10	 	JPMCB	 	DE Laguna Design Borrower
    LLC, Laguna Design Dunhill LLC	119	 	08/01/26	 	360	 	360	 	         188,793.46
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	11	 	BSP	 	DHM Salt Lake City Hotel
    Lessee, LP	120	 	09/06/26	 	360	 	360	 	         194,791.56
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	12	 	SMF VI	 	100 & RW CRA LLC	120	 	09/06/26	 	360	 	360	 	         170,754.01
    	 	0.00500	 	Actual/360	 	No	 	 	 	Leasehold
	12.01	 	SMF VI	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Leasehold
	12.02	 	SMF VI	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Leasehold
	12.03	 	SMF VI	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Leasehold
	12.04	 	SMF VI	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Leasehold
	12.05	 	SMF VI	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Leasehold
	13	 	JPMCB	 	Tucson Charleston LLC	120	 	09/01/26	 	360	 	360	 	         144,651.28
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	14	 	BSP	 	DC-8-9-10 DE, LLC	119	 	08/06/26	 	0	 	0	 	           80,435.19
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	15	 	JPMCB	 	Tucson Tampa LLC	120	 	09/01/26	 	360	 	360	 	         134,675.33
    	 	0.00500	 	Actual/360	 	No	 	 	 	Leasehold
	16	 	JPMCB	 	Hertz Milwaukee 100
    East Wisconsin, LLC	120	 	09/01/26	 	360	 	360	 	         117,551.41
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	17	 	JPMCB	 	Church St. Lodging Associates,
    LLP	60	 	09/01/21	 	300	 	300	 	         137,216.63
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	18	 	BSP	 	83rd Street SG LLC	119	 	08/06/26	 	360	 	359	 	         124,007.58
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	19	 	JPMCB	 	Fountains at the Bayou,
    LLC	60	 	09/01/21	 	360	 	360	 	         115,902.06
    	 	0.03500	 	Actual/360	 	No	 	 	 	Fee
	20	 	JPMCB	 	1550 West Southern LLC	119	 	08/01/26	 	360	 	359	 	         111,470.77
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	21	 	SMF VI	 	T-L Marketplace LLC	119	 	08/06/26	 	300	 	299	 	         110,140.06
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	22	 	SMF VI	 	Hillside Realty Associates,
    L.P.	117	 	06/06/26	 	360	 	360	 	         108,958.93
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	23	 	JPMCB	 	Palmdale Lodging Associates
    LLC	60	 	09/01/21	 	300	 	300	 	         113,392.33
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	24	 	BSP	 	DC-12-14 DE, LLC	119	 	08/06/26	 	0	 	0	 	           54,581.02
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	25	 	JPMCB	 	1049 Powers Ferry, LLC	76	 	01/01/23	 	360	 	352	 	           99,112.99
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	26	 	JPMCB	 	Ridgefield Park Lodging
    Associates, LLP	60	 	09/01/21	 	300	 	300	 	         104,874.68
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee/Leasehold
	27	 	JPMCB	 	BVK New York Retail
    LLC	120	 	09/01/26	 	0	 	0	 	           57,031.25
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	28	 	SMF VI	 	ESLBV Property Owner,
    LLC	116	 	05/06/26	 	360	 	356	 	           96,310.92
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	29	 	JPMCB	 	Shadow Creek Houston,
    LLC	60	 	09/01/21	 	360	 	360	 	           74,906.18
    	 	0.04500	 	Actual/360	 	No	 	 	 	Fee
	30	 	JPMCB	 	Lakeside at Arbor Place,
    LLC	118	 	07/01/26	 	0	 	0	 	           47,314.81
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	31	 	SMF VI	 	York Decatur Crossing,
    LLC	119	 	08/06/26	 	360	 	359	 	           69,719.63
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	32	 	BSP	 	DC-11 DE, LLC	119	 	08/06/26	 	0	 	0	 	           37,344.91
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	33	 	JPMCB	 	FHCC 1965 Cedar Creek
    Road, LLC	117	 	06/01/26	 	360	 	357	 	           59,556.42
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	34	 	SMF VI	 	RRG Buffalo Apartments
    LLC	119	 	08/06/26	 	360	 	360	 	           53,514.36
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	34.01	 	SMF VI	 	 	119	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee
	34.02	 	SMF VI	 	 	119	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee
	35	 	SMF VI	 	Sawtelle Capital Ventures,
    LLC	112	 	01/06/26	 	360	 	360	 	           54,110.79
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	36	 	BSP	 	WW HOLX Bentonville,
    LLC, WW FFI Springdale, LLC	119	 	08/06/26	 	300	 	299	 	           55,545.97
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	36.01	 	BSP	 	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee
	36.02	 	BSP	 	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee
	37	 	JPMCB	 	Blanchard Grove Properties,
    L.L.C.	120	 	09/01/26	 	360	 	360	 	           49,087.01
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	37.01	 	JPMCB	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee
	37.02	 	JPMCB	 	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee
	38	 	SMF VI	 	Summit Lodging ESP LLC	118	 	07/06/26	 	360	 	358	 	           51,099.30
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	39	 	JPMCB	 	Osceola Lodging Associates,
    LLP	60	 	09/01/21	 	360	 	360	 	           46,173.22
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	40	 	SMF VI	 	Naman Aiken I, LLC	117	 	06/06/26	 	300	 	297	 	           46,720.61
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	41	 	SMF VI	 	BDB Laurel Springs,
    LLC	119	 	08/06/26	 	360	 	360	 	           35,269.97
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	42	 	BSP	 	Fort Wayne Portfolio
    Corporation	118	 	07/06/26	 	360	 	358	 	           33,244.59
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	42.01	 	BSP	 	 	118	 	 	 	360	 	358	 	  	 	 	 	 	 	 	 	 	 	Fee
	42.02	 	BSP	 	 	118	 	 	 	360	 	358	 	  	 	 	 	 	 	 	 	 	 	Fee
	42.03	 	BSP	 	 	118	 	 	 	360	 	358	 	  	 	 	 	 	 	 	 	 	 	Fee
	43	 	BSP	 	Sky Forest, LLC	119	 	08/06/26	 	360	 	360	 	           31,652.22
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	44	 	BSP	 	E-L Douglasville, LLC	118	 	07/06/26	 	360	 	358	 	           30,080.99
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	45	 	BSP	 	Gateway SB LLC	119	 	08/06/26	 	360	 	359	 	           28,121.03
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	46	 	BSP	 	Blue Cougar RDU II,
    LLC	117	 	06/06/26	 	300	 	297	 	           32,216.57
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	47	 	BSP	 	M&M Ellensburg LLC	118	 	07/06/26	 	300	 	298	 	           28,610.05
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	48	 	SMF VI	 	Sun Devil Retail Investors
    LLC, FSU Retail Investors LLC	120	 	09/06/26	 	0	 	0	 	           16,167.30
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	48.01	 	SMF VI	 	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee
	48.02	 	SMF VI	 	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee
	49	 	BSP	 	Sterling Equities I,
    LLC	120	 	09/06/26	 	360	 	360	 	           23,079.94
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	50	 	BSP	 	Swami Shri, LLC	119	 	08/06/26	 	300	 	299	 	           24,206.48
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	51	 	BSP	 	Wilshire Manor DST	111	 	12/06/25	 	360	 	360	 	           15,075.16
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	52	 	SMF VI	 	Bluffton Cube Partners,
    LLC	113	 	02/06/26	 	360	 	360	 	           12,729.20
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee




 






    	 	B-2	 



     

    

 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMCC 2016-JP3 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	1	 	JPMCB	 	Solow Building Company
    II, L.L.C., Solovieff Realty Co. II, L.L.C.	 	No	 	No	 	Sheldon H. Solow	 	No	 	0 	 	287,500 	 	0 	 	25,000,000 	 	9,417,640 	 	264,333 	 	29,524,018 
	2	 	JPMCB	 	693 Fifth Owner LLC	 	No	 	No	 	Marc de Lacharrière	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	3,327,853 
	3	 	JPMCB	 	Opry Mills Mall Limited
    Partnership	 	No	 	No	 	Simon
    Property Group, L.P.	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	3,943,000 
	4	 	JPMCB	 	Emporium Mall LLC, S.F.
    Centre Limited Partnership	 	No	 	No	 	Westfield America, Inc.	 	4,300,000.0	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	4,300,000 
	5	 	JPMCB	 	CIM/Oakland 1 Kaiser
    Plaza, LP	 	No	 	No	 	CIM Commercial Trust
    Corporation	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	7,620,726 
	6	 	JPMCB	 	Hertz Indianapolis 111
    Monument, LLC	 	No	 	No	 	William Z. Hertz, Isaac
    Hertz, Sarah Hertz	 	No	 	4,250,420 	 	0 	 	0 	 	138,140 	 	2,338,627 	 	0 	 	28,978,312 
	7	 	BSP	 	6835 West Buckeye Road
    Titleholder, LLC	 	No	 	No	 	Raymond E. Wirta	 	No	 	0 	 	0 	 	0 	 	0 	 	463,609 	 	22,457 	 	0 
	8	 	SMF VI	 	CP Commercial Delaware,
    LLC	 	No	 	No	 	Robert L. Stark, Morry
    Weiss	 	No	 	0 	 	0 	 	0 	 	0 	 	597,592 	 	0 	 	303,367 
	9	 	JPMCB	 	CIM/Oakland 1333 Broadway,
    LP	 	No	 	No	 	CIM Commercial Trust
    Corporation	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	6,171,143 
	10	 	JPMCB	 	DE Laguna Design Borrower
    LLC, Laguna Design Dunhill LLC	 	No	 	No	 	William L. Hutchinson,
    Donald Engle	 	No	 	5,350 	 	73,400 	 	0 	 	1,486,081 	 	274,992 	 	0 	 	412,461 
	11	 	BSP	 	DHM Salt Lake City Hotel
    Lessee, LP	 	No	 	No	 	Driftwood Acquisition
    & Development, L.P.	 	No	 	0 	 	73,370 	 	0 	 	0 	 	419,833 	 	67,636 	 	2,021,626 
	12	 	SMF VI	 	100 & RW CRA LLC	 	No	 	No	 	John Zirinsky	 	No	 	0 	 	38,125 	 	0 	 	250,000 	 	337,813 	 	76,754 	 	0 
	12.01	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.05	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	JPMCB	 	Tucson Charleston LLC	 	No	 	No	 	Atrium Leveraged Loan
    Fund, LLC	 	No	 	0 	 	0 	 	0 	 	0 	 	246,400 	 	0 	 	0 
	14	 	BSP	 	DC-8-9-10 DE, LLC	 	No	 	No	 	Corporate Office Properties,
    L.P.	 	No	 	0 	 	0 	 	0 	 	0 	 	150,718 	 	0 	 	0 
	15	 	JPMCB	 	Tucson Tampa LLC	 	No	 	No	 	Atrium Leveraged Loan
    Fund, LLC	 	No	 	0 	 	0 	 	0 	 	0 	 	363,110 	 	0 	 	0 
	16	 	JPMCB	 	Hertz Milwaukee 100
    East Wisconsin, LLC	 	No	 	No	 	William Z. Hertz, Isaac
    Hertz, Sarah Hertz	 	No	 	427,803 	 	397,000 	 	0 	 	1,554,500 	 	1,872,485 	 	0 	 	1,265,150 
	17	 	JPMCB	 	Church St. Lodging Associates,
    LLP	 	No	 	No	 	Bharat N. Patel, Naveen
    Shah	 	No	 	24,871 	 	112,500 	 	0 	 	0 	 	147,884 	 	0 	 	0 
	18	 	BSP	 	83rd Street SG LLC	 	No	 	No	 	Emil Serafino	 	No	 	0 	 	0 	 	0 	 	0 	 	29,938 	 	27,189 	 	0 
	19	 	JPMCB	 	Fountains at the Bayou,
    LLC	 	No	 	No	 	Swapnil Agarwal	 	No	 	9,542 	 	37,250 	 	0 	 	0 	 	383,270 	 	0 	 	0 
	20	 	JPMCB	 	1550 West Southern LLC	 	No	 	No	 	Marton Grossman	 	No	 	1,463 	 	0 	 	0 	 	0 	 	65,885 	 	8,446 	 	4,196,239 
	21	 	SMF VI	 	T-L Marketplace LLC	 	No	 	No	 	Charles Garfunkel, Norman
    Bobrow	 	No	 	0 	 	0 	 	0 	 	0 	 	193,352 	 	22,173 	 	200,000 
	22	 	SMF VI	 	Hillside Realty Associates,
    L.P.	 	No	 	No	 	Stuart Lichter	 	No	 	0 	 	18,687 	 	2,572,800 	 	0 	 	180,384 	 	0 	 	500,000 
	23	 	JPMCB	 	Palmdale Lodging Associates
    LLC	 	No	 	No	 	Bharat N. Patel, Naveen
    Shah	 	No	 	327,302 	 	0 	 	0 	 	0 	 	235,602 	 	0 	 	0 
	24	 	BSP	 	DC-12-14 DE, LLC	 	No	 	No	 	Corporate Office Properties,
    L.P.	 	No	 	0 	 	0 	 	0 	 	0 	 	113,155 	 	0 	 	0 
	25	 	JPMCB	 	1049 Powers Ferry, LLC	 	No	 	No	 	Donald Lippman	 	No	 	869,532 	 	130,468 	 	0 	 	0 	 	67,406 	 	0 	 	0 
	26	 	JPMCB	 	Ridgefield Park Lodging
    Associates, LLP	 	No	 	No	 	Bharat N. Patel, Naveen
    Shah	 	No	 	325,637 	 	0 	 	0 	 	0 	 	86,559 	 	0 	 	81,500 
	27	 	JPMCB	 	BVK New York Retail
    LLC	 	No	 	No	 	RREEF Spezial Invest
    GmbH	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 
	28	 	SMF VI	 	ESLBV Property Owner,
    LLC	 	No	 	No	 	Kenneth K. Kochenour	 	No	 	0 	 	0 	 	0 	 	0 	 	365,843 	 	304,318 	 	3,400,000 
	29	 	JPMCB	 	Shadow Creek Houston,
    LLC	 	No	 	No	 	Swapnil Agarwal	 	No	 	606,167 	 	0 	 	0 	 	0 	 	190,430 	 	0 	 	0 
	30	 	JPMCB	 	Lakeside at Arbor Place,
    LLC	 	No	 	No	 	David Fisher, Joshua
    Ungerecht, Warren Thomas, Ryan Millsap	 	No	 	246,000 	 	58,750 	 	0 	 	0 	 	394,980 	 	106,402 	 	1,530,320 
	31	 	SMF VI	 	York Decatur Crossing,
    LLC	 	No	 	No	 	Terrall C. York	 	No	 	0 	 	0 	 	0 	 	400,000 	 	16,488 	 	13,025 	 	0 
	32	 	BSP	 	DC-11 DE, LLC	 	No	 	No	 	Corporate Office Properties,
    L.P.	 	No	 	0 	 	0 	 	0 	 	0 	 	48,062 	 	0 	 	0 
	33	 	JPMCB	 	FHCC 1965 Cedar Creek
    Road, LLC	 	No	 	No	 	Avtar Dhaliwal, Sanjiv
    Khetarpal	 	No	 	21,927 	 	1,585,000 	 	0 	 	0 	 	69,980 	 	5,311 	 	0 
	34	 	SMF VI	 	RRG Buffalo Apartments
    LLC	 	No	 	No	 	Jeffrey Marc Rotter,
    Mitchell Evan Russell	 	No	 	0 	 	0 	 	0 	 	0 	 	233,002 	 	14,067 	 	300,000 
	34.01	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	SMF VI	 	Sawtelle Capital Ventures,
    LLC	 	No	 	No	 	Albert Taban	 	No	 	0 	 	0 	 	0 	 	200,000 	 	0 	 	0 	 	0 
	36	 	BSP	 	WW HOLX Bentonville,
    LLC, WW FFI Springdale, LLC	 	No	 	No	 	Leslie Ng, Paul A. Nussbaum	 	No	 	0 	 	33,750 	 	0 	 	0 	 	0 	 	34,351 	 	2,370,289 
	36.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	JPMCB	 	Blanchard Grove Properties,
    L.L.C.	 	No	 	No	 	James H. Jenkins, III,
    Blair Jenkins Kelly	 	No	 	1,989 	 	0 	 	0 	 	100,000 	 	88,441 	 	0 	 	0 
	37.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	SMF VI	 	Summit Lodging ESP LLC	 	No	 	No	 	Kevin S. Garn, Douglas
    Durbano	 	No	 	0 	 	0 	 	0 	 	0 	 	65,224 	 	16,943 	 	0 
	39	 	JPMCB	 	Osceola Lodging Associates,
    LLP	 	No	 	No	 	Bharat N. Patel, Naveen
    Shah	 	No	 	20,835 	 	0 	 	0 	 	0 	 	69,751 	 	0 	 	0 
	40	 	SMF VI	 	Naman Aiken I, LLC	 	No	 	No	 	Ashok Patel, Surendra
    Patel	 	No	 	0 	 	0 	 	0 	 	0 	 	58,965 	 	0 	 	0 
	41	 	SMF VI	 	BDB Laurel Springs,
    LLC	 	No	 	No	 	Michael G. Bisciotti	 	No	 	0 	 	0 	 	0 	 	0 	 	88,664 	 	4,413 	 	1,150,000 
	42	 	BSP	 	Fort Wayne Portfolio
    Corporation	 	No	 	No	 	Raymond Massa	 	No	 	0 	 	361,963 	 	0 	 	500,000 	 	38,542 	 	6,698 	 	358,790 
	42.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	 	BSP	 	Sky Forest, LLC	 	No	 	No	 	Sky Management Services
    LLC	 	No	 	0 	 	76,563 	 	0 	 	0 	 	42,724 	 	4,555 	 	0 
	44	 	BSP	 	E-L Douglasville, LLC	 	No	 	No	 	Dennis Paquet	 	No	 	0 	 	1,875 	 	0 	 	0 	 	51,006 	 	3,341 	 	0 
	45	 	BSP	 	Gateway SB LLC	 	No	 	No	 	Gerald Lee Nudo	 	No	 	0 	 	0 	 	0 	 	225,000 	 	11,969 	 	3,765 	 	0 
	46	 	BSP	 	Blue Cougar RDU II,
    LLC	 	No	 	No	 	Leslie Ng, Paul A. Nussbaum	 	No	 	0 	 	10,450 	 	0 	 	0 	 	105,142 	 	23,030 	 	200,000 
	47	 	BSP	 	M&M Ellensburg LLC	 	No	 	No	 	Torre T. Morgal, Scott
    A. Mary	 	No	 	0 	 	4,688 	 	0 	 	0 	 	15,232 	 	13,272 	 	221,300 
	48	 	SMF VI	 	Sun Devil Retail Investors
    LLC, FSU Retail Investors LLC	 	No	 	No	 	David E. Salmanson,
    Trustee of the David E. Salmanson GST Exempt Trust 2015	 	No	 	0 	 	0 	 	0 	 	0 	 	17,008 	 	1,100 	 	262,117 
	48.01	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48.02	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49	 	BSP	 	Sterling Equities I,
    LLC	 	No	 	No	 	Richard M. Cohen	 	No	 	0 	 	0 	 	0 	 	50,000 	 	69,590 	 	13,180 	 	17,195 
	50	 	BSP	 	Swami Shri, LLC	 	No	 	No	 	Vikram D. Patel, Jagdish
    B. Patel	 	No	 	0 	 	0 	 	0 	 	0 	 	32,691 	 	16,422 	 	1,015,544 
	51	 	BSP	 	Wilshire Manor DST	 	No	 	No	 	George Lintz, Aaron
    Weisman, Steven Bram	 	No	 	0 	 	36,400 	 	0 	 	0 	 	5,655 	 	8,369 	 	163,600 
	52	 	SMF VI	 	Bluffton Cube Partners,
    LLC	 	No	 	No	 	Ryan L. Hanks	 	No	 	470 	 	0 	 	0 	 	0 	 	7,894 	 	4,045 	 	0 




 






    	 	B-3	 



     

    

 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMCC 2016-JP3 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	1	 	JPMCB	 	Solow Building Company
    II, L.L.C., Solovieff Realty Co. II, L.L.C.	 	61,615 	 	0 	 	Springing	 	3,139,213 	 	88,111 	 	0 	 	1	 	 Yes 	 	Office	 	Yes	 	 
	2	 	JPMCB	 	693 Fifth Owner LLC	 	0 	 	0 	 	0 	 	Springing	 	Springing	 	0 	 	0	 	 Yes 	 	Mixed Use	 	No	 	 
	3	 	JPMCB	 	Opry Mills Mall Limited
    Partnership	 	Springing	 	0 	 	Springing	 	Springing	 	Springing	 	0 	 	0	 	 Yes 	 	Retail	 	Yes	 	 
	4	 	JPMCB	 	Emporium Mall LLC, S.F.
    Centre Limited Partnership	 	Springing	 	0 	 	Springing	 	Springing	 	Springing	 	Springing	 	5	 	 Yes 	 	Mixed Use	 	Yes	 	 
	5	 	JPMCB	 	CIM/Oakland 1 Kaiser
    Plaza, LP	 	0 	 	0 	 	Springing	 	Springing	 	Springing	 	0 	 	0	 	 Yes 	 	Office	 	Yes	 	 
	6	 	JPMCB	 	Hertz Indianapolis 111
    Monument, LLC	 	18,420 	 	0 	 	138,140 	 	401,600 	 	Springing	 	0 	 	0	 	 Yes 	 	Office	 	Yes	 	 
	7	 	BSP	 	6835 West Buckeye Road
    Titleholder, LLC	 	8,411 	 	0 	 	0 	 	92,722 	 	7,486 	 	0 	 	0	 	 Yes 	 	Industrial	 	Yes	 	 
	8	 	SMF VI	 	CP Commercial Delaware,
    LLC	 	8,714 	 	0 	 	76,888 	 	298,796 	 	Springing	 	33,333 	 	0	 	 Yes 	 	Mixed Use	 	Yes	 	 
	9	 	JPMCB	 	CIM/Oakland 1333 Broadway,
    LP	 	0 	 	0 	 	Springing	 	Springing	 	Springing	 	0 	 	0	 	 Yes 	 	Office	 	Yes	 	 
	10	 	JPMCB	 	DE Laguna Design Borrower
    LLC, Laguna Design Dunhill LLC	 	5,350 	 	0 	 	Springing	 	45,832 	 	Springing	 	0 	 	0	 	 Yes 	 	Mixed Use	 	No	 	 
	11	 	BSP	 	DHM Salt Lake City Hotel
    Lessee, LP	 	4% of Gross Revenues	 	0 	 	0 	 	38,167 	 	9,662 	 	0 	 	0	 	 Yes 	 	Hotel	 	Yes	 	 
	12	 	SMF VI	 	100 & RW CRA LLC	 	7,108 	 	0 	 	48,809 	 	112,605 	 	6,978 	 	Springing	 	0	 	 Yes 	 	Office	 	Yes	 	 
	12.01	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	12.02	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	12.03	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	12.04	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	12.05	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	13	 	JPMCB	 	Tucson Charleston LLC	 	4% of Gross Revenues	 	0 	 	0 	 	35,200 	 	Springing	 	Excess Cash	 	0	 	 Yes 	 	Hotel	 	No	 	 
	14	 	BSP	 	DC-8-9-10 DE, LLC	 	3,589 	 	0 	 	0 	 	50,239 	 	Springing	 	0 	 	5	 	 Yes 	 	Office	 	Yes	 	 
	15	 	JPMCB	 	Tucson Tampa LLC	 	4% of Gross Revenues	 	0 	 	0 	 	33,010 	 	Springing	 	Excess Cash	 	0	 	 Yes 	 	Hotel	 	No	 	 
	16	 	JPMCB	 	Hertz Milwaukee 100
    East Wisconsin, LLC	 	10,900 	 	0 	 	54,500 	 	208,100 	 	Springing	 	0 	 	0	 	 Yes 	 	Office	 	Yes	 	 
	17	 	JPMCB	 	Church St. Lodging Associates,
    LLP	 	4% of Gross Revenues	 	0 	 	0 	 	18,486 	 	Springing	 	0 	 	0	 	 Yes 	 	Hotel	 	No	 	 
	18	 	BSP	 	83rd Street SG LLC	 	2,447 	 	0 	 	6,117 	 	29,938 	 	9,063 	 	0 	 	0	 	 Yes 	 	Industrial	 	Yes	 	 
	19	 	JPMCB	 	Fountains at the Bayou,
    LLC	 	9,542 	 	0 	 	0 	 	42,586 	 	Springing	 	0 	 	0	 	 No 	 	Multifamily	 	No	 	 
	20	 	JPMCB	 	1550 West Southern LLC	 	Springing	 	0 	 	5,849 	 	9,412 	 	4,223 	 	0 	 	0	 	 Yes 	 	Office	 	No	 	 
	21	 	SMF VI	 	T-L Marketplace LLC	 	1,832 	 	0 	 	4,884 	 	20,207 	 	6,565 	 	0 	 	0	 	 No 	 	Retail	 	No	 	 
	22	 	SMF VI	 	Hillside Realty Associates,
    L.P.	 	18,576 	 	0 	 	18,576 	 	90,192 	 	5,637 	 	50,000 	 	0	 	 Yes 	 	Industrial	 	Yes	 	 
	23	 	JPMCB	 	Palmdale Lodging Associates
    LLC	 	4% of Gross Revenues	 	0 	 	0 	 	29,450 	 	Springing	 	0 	 	0	 	 Yes 	 	Hotel	 	No	 	 
	24	 	BSP	 	DC-12-14 DE, LLC	 	2,476 	 	0 	 	0 	 	37,718 	 	Springing	 	0 	 	5	 	 Yes 	 	Office	 	Yes	 	 
	25	 	JPMCB	 	1049 Powers Ferry, LLC	 	10,350 	 	0 	 	0 	 	13,481 	 	Springing	 	0 	 	0	 	 Yes 	 	Multifamily	 	No	 	 
	26	 	JPMCB	 	Ridgefield Park Lodging
    Associates, LLP	 	4% of Gross Revenues	 	0 	 	0 	 	43,279 	 	Springing	 	$140,000 plus percentage
    rent	 	0	 	 Yes 	 	Hotel	 	No	 	 
	27	 	JPMCB	 	BVK New York Retail
    LLC	 	Springing	 	0 	 	Springing	 	14,896 	 	Springing	 	0 	 	0	 	 Yes 	 	Retail	 	No	 	 
	28	 	SMF VI	 	ESLBV Property Owner,
    LLC	 	4% of Gross Revenues	 	0 	 	0 	 	52,263 	 	26,568 	 	0 	 	0	 	 No 	 	Hotel	 	Yes	 	 
	29	 	JPMCB	 	Shadow Creek Houston,
    LLC	 	6,167 	 	0 	 	0 	 	21,159 	 	Springing	 	0 	 	0	 	 No 	 	Multifamily	 	No	 	 
	30	 	JPMCB	 	Lakeside at Arbor Place,
    LLC	 	5,125 	 	0 	 	0 	 	16,458 	 	Springing	 	0 	 	0	 	 No 	 	Multifamily	 	No	 	 
	31	 	SMF VI	 	York Decatur Crossing,
    LLC	 	1,757 	 	0 	 	Springing	 	8,244 	 	1,861 	 	0 	 	0	 	 No 	 	Industrial	 	Yes	 	 
	32	 	BSP	 	DC-11 DE, LLC	 	1,967 	 	0 	 	0 	 	16,021 	 	Springing	 	0 	 	5	 	 Yes 	 	Office	 	Yes	 	 
	33	 	JPMCB	 	FHCC 1965 Cedar Creek
    Road, LLC	 	5% of Gross Revenues	 	0 	 	0 	 	6,997 	 	5,311 	 	Springing	 	0	 	 No 	 	Hotel	 	Yes	 	 
	34	 	SMF VI	 	RRG Buffalo Apartments
    LLC	 	3,916 	 	0 	 	877 	 	25,568 	 	4,689 	 	0 	 	0	 	 No 	 	Various	 	Yes	 	 
	34.01	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Mixed Use	 	 	 	 
	34.02	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	35	 	SMF VI	 	Sawtelle Capital Ventures,
    LLC	 	2,392 	 	0 	 	11,078 	 	42,750 	 	Springing	 	0 	 	0	 	 No 	 	Office	 	No	 	 
	36	 	BSP	 	WW HOLX Bentonville,
    LLC, WW FFI Springdale, LLC	 	3% of Gross Revenues	 	0 	 	0 	 	6,717 	 	Springing	 	20,000 	 	0	 	 Yes 	 	Hotel	 	Yes	 	 
	36.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 
	36.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 
	37	 	JPMCB	 	Blanchard Grove Properties,
    L.L.C.	 	1,989 	 	0 	 	12,675 	 	7,370 	 	Springing	 	0 	 	0	 	 No 	 	Various	 	Yes	 	 
	37.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	37.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self Storage	 	 	 	 
	38	 	SMF VI	 	Summit Lodging ESP LLC	 	4% of Gross Revenues	 	0 	 	0 	 	7,247 	 	1,412 	 	0 	 	0	 	 No 	 	Hotel	 	No	 	 
	39	 	JPMCB	 	Osceola Lodging Associates,
    LLP	 	4% of Gross Revenues	 	0 	 	0 	 	9,964 	 	Springing	 	0 	 	0	 	 Yes 	 	Hotel	 	No	 	 
	40	 	SMF VI	 	Naman Aiken I, LLC	 	4% of Gross Revenues	 	0 	 	0 	 	9,828 	 	Springing	 	0 	 	0	 	 No 	 	Hotel	 	Yes	 	 
	41	 	SMF VI	 	BDB Laurel Springs,
    LLC	 	856 	 	0 	 	2,853 	 	8,866 	 	823 	 	0 	 	0	 	 No 	 	Retail	 	Yes	 	 
	42	 	BSP	 	Fort Wayne Portfolio
    Corporation	 	3,716 	 	0 	 	7,433 	 	19,271 	 	1,675 	 	0 	 	0	 	 No 	 	Office	 	Yes	 	 
	42.01	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	42.02	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	42.03	 	BSP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	43	 	BSP	 	Sky Forest, LLC	 	3,833 	 	0 	 	0 	 	5,341 	 	2,278 	 	0 	 	0	 	 No 	 	Multifamily	 	Yes	 	 
	44	 	BSP	 	E-L Douglasville, LLC	 	534 	 	0 	 	2,670 	 	5,667 	 	835 	 	0 	 	0	 	 No 	 	Retail	 	Yes	 	 
	45	 	BSP	 	Gateway SB LLC	 	655 	 	0 	 	Springing	 	11,969 	 	1,883 	 	0 	 	0	 	 No 	 	Mixed Use	 	Yes	 	 
	46	 	BSP	 	Blue Cougar RDU II,
    LLC	 	2% of Gross Revenues	 	0 	 	0 	 	9,025 	 	2,879 	 	10,000 	 	0	 	 Yes 	 	Hotel	 	Yes	 	 
	47	 	BSP	 	M&M Ellensburg LLC	 	4% of Gross Revenues	 	0 	 	0 	 	3,808 	 	1,475 	 	12,100 	 	0	 	 No 	 	Hotel	 	Yes	 	 
	48	 	SMF VI	 	Sun Devil Retail Investors
    LLC, FSU Retail Investors LLC	 	140 	 	0 	 	Springing	 	2,835 	 	367 	 	0 	 	0	 	 No 	 	Retail	 	Yes	 	 
	48.01	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	48.02	 	SMF VI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	49	 	BSP	 	Sterling Equities I,
    LLC	 	833 	 	0 	 	3,333 	 	6,326 	 	2,636 	 	0 	 	0	 	 No 	 	Retail	 	Yes	 	 
	50	 	BSP	 	Swami Shri, LLC	 	2% of Gross Revenues	 	0 	 	0 	 	6,538 	 	2,346 	 	0 	 	0	 	 Yes 	 	Hotel	 	Yes	 	 
	51	 	BSP	 	Wilshire Manor DST	 	2,950 	 	0 	 	0 	 	5,655 	 	2,790 	 	0 	 	0	 	 Yes 	 	Multifamily	 	Yes	 	 
	52	 	SMF VI	 	Bluffton Cube Partners,
    LLC	 	470 	 	0 	 	0 	 	2,641 	 	1,348 	 	0 	 	0	 	 No 	 	Self Storage	 	No	 	 




 



    	 	B-4	 



     

    


 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Administrator


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer
                                         of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-JP3



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3,
Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 (the “Certificates”) in connection with the
transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of $_______________
aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” (an “Institutional Accredited Investor”)
                                         within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the



 





 



 


*
Purchaser must include one of the following two certifications. 


 



    Exhibit C-1


     


    

 


			Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners come within such paragraphs and has such knowledge and experience
                                         in financial and business matters as to be capable of evaluating the merits and risks
                                         of its investment in the Certificates, and the Purchaser and any accounts for which it
                                         is acting are each able to bear the economic risk of the Purchaser’s or such account’s
                                         investment. The Purchaser is acquiring the Certificates purchased by it for its own account
                                         or for one or more accounts, each of which is an Institutional Accredited Investor, as
                                         to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby
                                         undertakes to reimburse the Trust Fund for any costs incurred by it in connection with
                                         this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in the case
of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt
by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that such reoffer, resale,
pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence
acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act
and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by it in connection
with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate) has not been registered
under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge
or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 



    Exhibit C-2


     


    

 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS Form
                                         W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
                                         the Certificate and state that interest and original issue discount on the Certificate
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent


 


 



 


**
Each Purchaser must include one of the two alternative certifications. 


 


*** Does not apply
to a transfer of Class R Certificates.


 




    Exhibit C-3


     


    

 


provided
in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax
Persons).


 


8.          Please
make all payments due on the Certificates:****


 


		☐	(a)         by
                                         wire transfer to the following account at a bank or entity in New York, New York, having
                                         appropriate facilities therefor:





	 	 	 	 	 
	 	Bank:	 
	 	ABA #:	 
	 	Account #:	 
	 	Attention:	 



 


		☐	(b)         by
                                         mailing a check or draft to the following address:





	 	 
	 	 
	 	 



 


9.           If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.



	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 


 


 



 



****Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 


    Exhibit C-4


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2016-JP3 Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-JP3 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of September
                                         1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
                                         Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer



 





	STATE OF	)

              )          ss.:
	COUNTY OF	)




 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other


 



    Exhibit D-1-1


     


    

 


than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii)
a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates
(except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”, as defined in Section 775 of
the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel
as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that
the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail to qualify as a
REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)        the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 



    Exhibit D-1-2


     


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)         at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)        the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 



    Exhibit D-1-3


     


    

 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as (i) the “representative” of each trust REMIC
within the meaning of Section 6223 of the Code and (ii) the agent of the “tax matters person” of each Trust REMIC
pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 

	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 




    Exhibit D-1-4


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 

	 	 	NOTARY
    PUBLIC in and for the
	 	 	State of _______________
	 	 	 
	[SEAL]	 	 
	 	 	 
	My
    Commission expires:	 	 
	 	 	 



 




    Exhibit D-1-5


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 (the “Certificates”)




 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)         No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)         The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)         The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable


 



    Exhibit D-2-1


     


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 

	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:  	 
	 	Name:
	 	Title:



 




    Exhibit D-2-2


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 

	Loan
    Information
	 
	 	Name of Mortgagor:	 

        

	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

    Loan No.:	 

        

	 	 	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

    Minneapolis, MN 55414

    Attention:  Corporate Trust Services (CMBS)

    JPMCC Commercial Mortgage Securities Trust Series 2016-JP3
	 	 	 
	 	Custodian/Trustee
    

    Mortgage File No.:	 

        

	 
	Depositor
	 
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities
    Corp.
	 	 	 
	 	Address:	383
                                         Madison Avenue, 31st Floor, New York, New York 10179, Attention: Kunal K. Singh 

	 	 	 
	 	 	 
	 	Certificates:	JPMCC Commercial Mortgage Securities Trust
    2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3




 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series
2016-JP3, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in
this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of September 1, 2016,
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a


 



    Exhibit E-1


     


    

 


Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer (the “Pooling and Servicing Agreement”).


 

		( )	 	
	 	 		 
		( )		
	 			
		( )	 	 
	 	 	 	 
	 	( )	 	 




 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)         The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)         The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)         The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)         The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.




	 	 	 	 	 
		[____________]
	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Date:	 	 	 	 


 




    Exhibit E-2


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association





as
Certificate Administrator

Sixth Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 

		Re: 	Transfer
of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMCC Commercial
Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [E][F][NR] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a


 



    Exhibit F-1-1


     


    

 


Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not
constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code
or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Initial Purchasers, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set
forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Initial Purchasers or the
Trust Fund.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 




	 	 	 	 	 
	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	 	[The Purchaser]
	 	 	 	 	 
		 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Date:	 	 	 	 


 




    Exhibit F-1-2


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding Class R Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator



Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 


[Transferor]





[______]





[______]





Attention:
[______]


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMCC Commercial Mortgage
Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class R
Certificates (the “Class R Certificate”) issued pursuant to that certain Pooling and Servicing Agreement
dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate,
the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such Plan or using the assets of a Plan to purchase such Class R Certificate.


 



    Exhibit F-2-1


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.




	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit F-2-2


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



 


 


See Annex B to the Prospectus


 




    Exhibit G-1


     


    

 





EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through
Certificates, Series 2016-JP3” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attn: Corporate Trust Services (CMBS), JPMCC Commercial Mortgage Securities Trust Series 2016-JP3, its successors
and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].




	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    Exhibit H-1


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


 






 


*       Select
appropriate depository. 


 



    Exhibit I-1


     


    

 


(1)         the
offer of the Certificates was not made to a person in the United States;


 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: J.P.
    Morgan Chase Commercial Mortgage Securities Corp.	 	 


 





 



 


**Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


     


    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 


    Exhibit J-1


     


    
 

[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 


 





 



 


*Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2


     


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar



Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [__]




 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 


 



 


*      Select
appropriate depository.


 



    Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 



 




    Exhibit K-2


     


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar



Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-JP3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 


 



 


*       Select,
as applicable.


 



    Exhibit L-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.




	 	 	 
	 	Dated:______________
	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the
    Certificates to which this certificate relates.


 




    Exhibit L-2


     


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar



Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States;


 



 



 


*        Select
appropriate depository.


 




    Exhibit M-1


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 



 


 



 



**Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    Exhibit M-2


     


    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar




Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 



    Exhibit N-1


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 


 


 



 



*Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit N-2


     


    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, Class [__]




 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 



    Exhibit O-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 


 




    Exhibit O-2


     


    

 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.         In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.         The
undersigned is not a Borrower Party.


 


5.         The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 



    Exhibit P-1A-1


     


    

 


assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.         The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-1A-2


     


    

 


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax Number: (888) 706-3565	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

    Email: trustadministrationgroup@wellsfargo.com

               cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Don Simon, Chief Operating Officer

         
	 	Wells
                                         Fargo Bank, National Association,

        

        Sixth
        Street and Marquette Avenue

        

        Minneapolis,
        Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

         

	Torchlight
    Loan Services, LLC

    475 Fifth Avenue 

    New York, New York 10017

    Attention: Abbey Kosakowski and Jacob M.K. Baron

    JPMCC 2016-JP3

    Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com	 	 


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 



    Exhibit P-1B-1


     


    




 


1.         The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.         The
undersigned has received a copy of the Prospectus.


 


3.         The
undersigned is not a Borrower Party.


 


4.         The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.         The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.         At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.         [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic


 



    Exhibit P-1B-2


     


    

 


click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-1B-3


     


    

 


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com





Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loam Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.         The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.         The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.         In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.         The
undersigned is a Borrower Party.


 



    Exhibit P-1C-1


     


    

 


5.         The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statements confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statements (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statements in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.         The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-1C-2


     


    

 


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax Number: (888) 706-3565	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

    Email: trustadministrationgroup@wellsfargo.com

              cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Don Simon, Chief Operating Officer

         
	 	Wells
                                         Fargo Bank, National Association,

        

        Sixth
        Street and Marquette Avenue

        

        Minneapolis,
        Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

         

	Torchlight
    Loan Services, LLC

    475 Fifth Avenue 

    New York, New York 10017

    Attention: Abbey Kosakowski and Jacob M.K. Baron

    JPMCC 2016-JP3

    Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com	 	 


 

		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 



    Exhibit P-1D-1


     


    

 


1.         The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.         The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.         The
undersigned has received a copy of the Prospectus.


 


4.         Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.         The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.         The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 



    Exhibit P-1D-2


     


    

 


7.         To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.         The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the
initial Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling
and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered
mail, postage prepaid or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-1D-3


     


    

 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax Number: (888) 706-3565	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

    Email: trustadministrationgroup@wellsfargo.com

              cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Don Simon, Chief Operating Officer

         
	Wells
                                         Fargo Bank, National Association,

        

        Sixth
        Street and Marquette Avenue

        

        Minneapolis,
        Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

         

	Torchlight
    Loan Services, LLC

    475 Fifth Avenue 

    New York, New York 10017

    Attention: Abbey Kosakowski and Jacob M.K. Baron

    JPMCC 2016-JP3

    Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com	 


 

		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-JP3



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE JPMCC COMMERCIAL MORTGAGE
SECURITIES TRUST 2016-JP3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-JP3 REQUIRING ACTION BY YOU AS THE RECIPIENT
PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 



    Exhibit P-1E-1


     


    

 


1.         The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.        The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower
Party with respect to any other Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached
as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


3.         Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.         The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent


 



    Exhibit P-1E-2


     


    

 


the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


5.         The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.         To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.          [For
use by parties other than the initial Directing Certificateholder][The undersigned hereby certifies that an executed copy of this
certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [For use by
the initial Directing Certificateholder][The undersigned hereby certifies that an executed copy of this certification in PDF form
has been delivered in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed above
by electronic mail.]


 


9.         The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


10.        The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any


 



    Exhibit P-1E-3


     


    

 


damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 

	 	 	 	 	 
	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 



 




    Exhibit P-1E-4


     


    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
                                         Email

                                         Wells Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services (CMBS)

                                         JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

                                         trustadministrationgroup@wellsfargo.com;

                                         cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:

         

        Wells
        Fargo Bank, National Association,

        

        8480
        Stagecoach Circle

        Frederick, Maryland 21701-4747

        

        Attention:
        JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

         



		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-JP3



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.         The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.         The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



    Exhibit P-1F-1


     


    

 


3.         The
following USER IDs for CTSLink are affiliated with the undersigned and access to any Excluded Information with respect to the
Excluded Loans listed in the table in paragraph 2 above on the Certificate Administrator’s Website with respect to the JPMCC
Commercial Mortgage Securities Trust 2016-JP3 securitization should be revoked as to such users:




	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.         The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.




	 	 	 	 	 
	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
    Corp.	 	 
	 	 	 
	The undersigned hereby acknowledges that access to
    CTSLink has been revoked for the users listed in Paragraph 3.	 	 
	 	 	 
	


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator

	 	 



 




    Exhibit P-1F-2


     


    
     

	Name:	 
	Title:	 


 


    Exhibit P-1F-3


     


    

 


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax Number: (888) 706-3565	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

    Email: trustadministrationgroup@wellsfargo.com

               cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Don Simon, Chief Operating Officer

         
	Wells
                                         Fargo Bank, National Association,

        

        Sixth
        Street and Marquette Avenue

        

        Minneapolis,
        Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

         

	Torchlight
    Loan Services, LLC

    475 Fifth Avenue 

    New York, New York 10017

    Attention: Abbey Kosakowski and Jacob M.K. Baron

    JPMCC 2016-JP3

    Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com	 
	 	 


		Re:	JPMCC
                                         Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-JP3



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.         The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.         The
undersigned is not a Borrower Party.


 


3.         If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 



    Exhibit P-1G-1


     


    

 


4.         [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.         [If
the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation
of such identity with the undersigned is not reasonably evident from the undersigned name]The undersigned or its parent entity
primarily operates under the identity __________________________. The directing holder is __________________________.


 


6.         The
undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its
Distribution Date Statement.


 


7.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.




	 	 	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities Corp	 	 



 




    Exhibit P-1G-2


     


    

 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-JP3



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
September 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight
Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a. has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.  has
access to the Depositor’s 17g-5 website; and


 


c.
       agrees that either (x) any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s website
or (y) if the undersigned did not access the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that
it shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A, which shall be applicable
to it with respect to any information obtained from the 17g-5 Information Provider’s website, including any information
that is obtained from the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website
after the Closing Date.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 



    Exhibit P-2-1


     


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit P-2-2


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with JP Morgan Securities
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the JPMCC Commercial Mortgage
Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer and the assets underlying or referenced by the Certificates, including the identity
of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets
(together, the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo Bank,
National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the section of the 17g-5
Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the
Pooling and Servicing Agreement. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing
Entity.


 


		1.	Definition
                                         of Confidential Information. For purposes of this Confidentiality Agreement, the
                                         term “Confidential Information” shall include the following information
                                         (irrespective of its source or form of communication, including information obtained
                                         by you through access to this site) that may be furnished to you by or on behalf of a
                                         Furnishing Entity in connection with the issuance or monitoring of a rating with respect
                                         to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
                                         legal documents and other information (such information, the “Evaluation Material”)
                                         and (y) any of the terms, conditions or other facts with respect to the transactions
                                         contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
                                         however, that the term Confidential Information shall not include information
                                         which:



 


		·	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		·	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 



    Exhibit P-2-3


     


    

 


		·	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 


		2.	Information
                                         to Be Held in Confidence.



 


		a.	You
                                         will use the Confidential Information solely for the purpose of determining or monitoring
                                         a credit rating on the Certificates and, to the extent that any information used is derived
                                         from but does not reveal any Confidential Information, for benchmarking, modeling or
                                         research purposes (the “Intended Purpose”).



 


		b.	You
                                         acknowledge that you are aware that the United States and state securities laws impose
                                         restrictions on trading in securities when in possession of material, non-public information
                                         and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
                                         who is informed of the matters that are the subject of this Confidentiality Agreement
                                         to that effect.



 


		c.	You
                                         will treat the Confidential Information as private and confidential. Subject to Section
                                         4, without the prior written consent of the applicable Furnishing Entity, you will not
                                         disclose to any person any Confidential Information, whether such Confidential Information
                                         was furnished to you before, on or after the date of this Confidentiality Agreement.
                                         Notwithstanding the foregoing, you may:



 


		i.	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		ii.	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



 


		iii.	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or 



 


    Exhibit P-2-4


     


    
 

	 	 	regulatory
                                         or other governmental authority) that a request to disclose the Confidential Information
                                         has been made so that the relevant Furnishing Entity may seek an appropriate protective
                                         order or other reasonable assurance that confidential treatment will be accorded the
                                         Confidential Information if it so chooses. Unless otherwise required by a court or other
                                         governmental or regulatory authority to do so, and provided that you been informed by
                                         written notice that the related Furnishing Entity is seeking a protective order or other
                                         reasonable assurance for confidential treatment with respect to the requested Confidential
                                         Information, you agree not to disclose the Confidential Information while the Furnishing
                                         Entity’s effort to obtain such a protective order or other reasonable assurance
                                         for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing
                                         Entity in its efforts to obtain a protective order or other reasonable assurance that
                                         confidential treatment will be accorded to the portion of the Confidential Information
                                         that is being disclosed, at the sole expense of such Furnishing Entity; provided,
                                         however, that in no event shall the NRSRO be required to take a position that
                                         such information should be entitled to receive such a protective order or reasonable
                                         assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining
                                         a protective order or other remedy, you agree to comply with its terms with respect to
                                         the disclosure of the Confidential Information, at the sole expense of such Furnishing
                                         Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing
                                         Entity waives compliance with the provisions of this Confidentiality Agreement in writing,
                                         you agree to furnish only such information as you are legally required to disclose, at
                                         the sole expense of the relevant Furnishing Entity.



 


		4.	Obligation
                                         to Return Evaluation Material. Promptly upon written request by or on behalf of the
                                         relevant Furnishing Entity, all material or documents, including copies thereof, that
                                         contain Evaluation Material will be destroyed or, in your sole discretion, returned to
                                         the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain
                                         one or more copies of any document or other material containing Evaluation Material to
                                         the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
                                         internal policies and procedures designed to ensure legal or regulatory compliance) and
                                         (b) the NRSRO may retain any portion of the Evaluation Material that may be found in
                                         backup tapes or other archive or electronic media or other documents prepared by the
                                         NRSRO and any Evaluation Material obtained in an oral communication; provided,
                                         that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
                                         Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations
                                         of this Confidentiality Agreement.



 


		a.	The
                                         NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the
                                         NRSRO or any NRSRO Representative.



 


		b.	You
                                         agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
                                         or unauthorized disclosure or use by any person of the Confidential Information which
                                         may come to your attention and to take all steps reasonably requested by such Furnishing
                                         Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure
                                         or use.



 



    Exhibit P-2-5


     


    

 


		c.	You
                                         acknowledge and agree that the Furnishing Entities would not have an adequate remedy
                                         at law and would be irreparably harmed in the event that any of the provisions of this
                                         Confidentiality Agreement were not performed in accordance with their specific terms
                                         or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall
                                         be entitled to specific performance and injunctive relief to prevent breaches of this
                                         Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
                                         in addition to any other remedy to which a Furnishing Entity may be entitled at law or
                                         in equity. It is further understood and agreed that no failure to or delay in exercising
                                         any right, power or privilege hereunder shall preclude any other or further exercise
                                         of any right, power or privilege.



 


		6.	Term.
                                         Notwithstanding the termination or cancellation of this Confidentiality Agreement and
                                         regardless of whether the NRSRO has provided a credit rating on a Security, your obligations
                                         under this Confidentiality Agreement will survive indefinitely.



 


		7.	Governing
                                         Law. This Confidentiality Agreement and any claim, controversy or dispute arising
                                         under the Confidentiality Agreement, the relationships of the parties and/or the interpretation
                                         and enforcement of the rights and duties of the parties shall be governed by and construed
                                         in accordance with the laws of the State of New York applicable to agreements made and
                                         to be performed within such State.



 


		8.	Amendments.
                                         This Confidentiality Agreement may be modified or waived only by a separate writing by
                                         the NRSRO and each Furnishing Entity.



 


		9.	Entire
                                         Agreement. This Confidentiality Agreement represents the entire agreement between
                                         you and the Furnishing Entities relating to the treatment of Confidential Information
                                         heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other
                                         understandings and agreements between us relating to such matters; provided, however,
                                         that, if the terms of this Confidentiality Agreement conflict with another agreement
                                         relating to the Confidential Information that specifically states that the terms of such
                                         agreement shall supersede, modify or amend the terms of this Confidentiality Agreement,
                                         then to the extent the terms of this Confidentiality Agreement conflict with such agreement,
                                         the terms of such agreement shall control notwithstanding acceptance by you of the terms
                                         hereof by entry into this website.



 


		10.	Contact
                                         Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
                                         shall be directed as set forth below:



 


JP
Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179


 




    Exhibit P-2-6


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
Trust Services (CMBS), JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series
2016-JP3



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
September 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight
Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg L.P., Intex Solutions, Inc., Trepp,
                                         LLC, BlackRock Financial Management Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited or Thomson Reuters, a market data provider that has been given access to
                                         the Statements to Certificateholders, CREFC® Reports and supplemental
                                         notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 



    Exhibit P-3-1


     


    

 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached
Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing
Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined
that (i) all documents specified in [clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause
(xii)], a copy of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage
File”, as applicable, with respect to the Mortgage Loans are in its possession, (ii) the foregoing documents delivered or
caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




    Exhibit Q-1


     


    




 


SCHEDULE
A


 


	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.

    383 Madison Avenue

    31st Floor

    New York, New York 10179	 	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax Number: (888) 706-3565
	 	 	 
	Kroll
    Bond Rating Agency, Inc.

    845 Third Avenue, 4th Floor

    New York, New York 10022

    Attention: CMBS Surveillance

    Facsimile No.: (646) 731-2395	 	Torchlight
    Loan Services, LLC

    475 Fifth Avenue 

    New York, New York 10017

    Attention: Abbey Kosakowski and Jacob M.K. Baron

    JPMCC 2016-JP3

    Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com
	 	 	 
	Moody’s
                                         Investors Service, Inc.

        

        7
        World Trade Center

        250 Greenwich Street

        New York, New York 10007

        Attention: Commercial Mortgage Surveillance Group

        E-mail: CMBSSurveillance@moodys.com

        
	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    JPMCC Commercial Mortgage Securities Trust Series 2016-JP3

    Telecopy Number: (410) 715 2380

    E-Mail: cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Fitch
                                         Ratings, Inc.

                                         One State Street Plaza

                                         New York, New York 10004

                                         Attention: Commercial Mortgage Backed Securities Surveillance

                                         Facsimile No.: (212) 635-0295

        

        E-mail:
        info.cmbs@fitchratings.com

        
	 	Pentalpha
    Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Don Simon, Chief Operating Officer
	 	 	 
	[DIRECTING
                                         CERTIFICATEHOLDER NOTICE ADDRESS]

        
	 	[APPLICABLE
    MORTGAGE LOAN SELLER’S NOTICE ADDRESS]
	 	 	




    Exhibit Q-2


     


    

 


EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING
REQUESTED BY:


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565




	 




SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 20145, not in its individual capacity but solely as Trustee (in
such capacity, the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank,
National Association (the “Master Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any
authorized representative appointed by the Board of Directors of the Master Servicer, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1)
through (12) below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact
if such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated as of September 1, 2016
(the “Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, the Master
Servicer, Torchlight Loan Services, LLC, as Special Servicer (the “Special Servicer”), Wells Fargo Bank, National
Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”) and Trustee (in
such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity,
the “Asset Representations Reviewer”) and Operating Advisor (in such capacity, the “Operating Advisor”),
on behalf of the JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage
loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of
mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other
forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 



    Exhibit R-1-1


     


    

 


1.
          Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving
under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting
deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties
under the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions,
appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including
execution of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy
action, state or federal suit or any other action.


 


2.            Execute and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National
Association, as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells
Fargo Bank, National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and
settlement.


 


3.           Transact business of any kind regarding the Loans and the Mortgaged Properties.


 


4.           Obtain an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association,
Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property
and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.           Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments
regarding the Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase
and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.           Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.           [RESERVED].


 



    Exhibit R-1-2


     


    

 


8.           Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.           Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.         Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable, or (ii)
to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including but
not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


11.         Convey the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner,
or convey title to real estate owned property (“REO Property”).


 


12.         Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property
to a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
Master Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in
its name and behalf by a duly elected and authorized signatory this _________ day of ________, 20[__].


 



    Exhibit R-1-3


     


    

 









	 	 	 	 
	NO CORPORATE SEAL	Wells Fargo Bank, National Association,
    as Trustee,
	 	 	 	 
	 	For JPMCC Commercial Mortgage Securities
    Trust 2016-JP3



 


	 	 	By:	 
	Witness:	 	 	,
    Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	,
    Vice President
	 	 	 	 
	Attest:	Trust
    Officer	 	 	 








    Exhibit R-1-4


     


    

 


	STATE
OF 	)
	 	)     ss.:
	COUNTY OF 	)



 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.




	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 



    Exhibit R-1-5


     


    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE 

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


Torchlight
Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: Abbey Kosakowski and Jacob M.K. Baron

JPMCC 2016-JP3

Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com

	 





SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in
such capacity, the “Trustee”), hereby constitutes and appoints Torchlight Loan Services, LLC (“Special
Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any officer appointed by the [Board of Directors]
of Special Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (6) below; provided however, that the documents described below
may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the
Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Agreement”) by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer (the “Master Servicer”), Torchlight Loan Services, LLC, as Special Servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”) and Trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as
Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”) and Operating Advisor
(in such capacity, the “Operating Advisor”), on behalf of the JPMCC Commercial Mortgage Securities Trust 2016-JP3,
Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 and no power is granted hereunder to take any action that would
be adverse to the interests of Wells Fargo Bank, National Association.


 


This
Limited Power of Attorney is being issued in connection with the Special Servicer’s responsibilities to service certain
mortgage loans (the “Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised
of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and
other forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured
thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 



    Exhibit R-2-1


     


    




 


1. Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving
under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, taking
deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties
under the Security Instruments. 


 


2.
Execute and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National
Association, as Trustee, in litigation and to resolve any litigation where the Special Servicer has an obligation to defend Wells
Fargo Bank, National Association, as Trustee.


 


3.
Obtain an interest in the Property and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s act and
deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment
of a promissory note or performance of any obligation or agreement.


 


4.
Execute bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers and/or
the Properties, including but not limited to the execution of estoppel certificates, financing statements, continuation statements,
releases, satisfactions, assignments, loan modification agreements, loan assumption agreements, subordination agreements, property
adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements,
purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Properties, in the interest of Wells Fargo Bank, National Association, as Trustee. 


 


5.
Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and
draw upon, replace, substitute, release or amend letters of credit as property securing the loans.


 


6.
Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the
Special Servicer’s duties and responsibilities under the Agreement.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
Special Servicer hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or


 






    Exhibit R-2-2


     


    

 


result of the misuse
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in
its name and behalf by a duly elected and authorized signatory this ___ day of ___________, 2016.





	 	 	 	 
	NO CORPORATE SEAL	Wells Fargo Bank, National Association,
    as Trustee,
	 	 	 	 
	 	For JPMCC Commercial Mortgage Securities
    Trust 2016-JP3
	 	 	 	 
	 	 	By:	 
	Witness: , Vice President	 	 	 
	 	 	 	 
	Attest: Trust Officer	 	 	 



 




    Exhibit R-2-3


     


    

 





EXHIBIT
S


 


INITIAL
COMPANION HOLDERS


 


	Loan	Companion
    Holder
	9
    West 57th Street	Note
                                         A-1 and Note B-1

         

        Wilmington
        Trust, National Association for the Holders of JPMCC 2016-NINE Securitization Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-NINE

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2016-NINE

        

        with a copy to:

        

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note
        A-3-A, Note A-3-B, Note A-4 and Note A-5

         

        JPMorgan
        Chase Bank, National Association

         

        NOTICE
        ADDRESS:

         

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Thomas Nicholas Cassino

        Facsimile No.: (212) 834-6047

         

        and

         

        JPMorgan
Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy S. Alto

Facsimile No.: (212) 623-4779




 


     Exhibit S-1


     

    
 


	 	with
a copy to:



Cadwalader, Wickersham & Taft LLP 

        One
World Financial Center 

        New
York, New York 10281 

        Attention:
Fredric L. Altschuler, Esq.

Facsimile No.: (212) 504-6666

	693
    Fifth Avenue	Note
                                         A-1

         

        Wilmington
        Trust, National Association for the Holders of JPMCC 2016-JP2 Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-JP2

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2016-JP2

        

        with a copy to:

         

        Telecopy
        number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note
        A-2 (Controlling Noteholder) 

         

        Wells
        Fargo Bank, National Association for the Holders of DBJPM 2016-C3 Securitization Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-C3

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – DBJPM 2016-C3

        Telephone: (410) 884-2000

         

        with
        a copy to:

         

        Facsimile:
(410) 715-2380

Email:trustadministrationgroup@wellsfargo.com




 


     Exhibit S-2


     

    
 


	 	and
                                         cts.cmbs.bond.admin@wellsfargo.com

         

        Note
        A-4:

         

        JPMorgan
        Chase Bank, National Association

         

        NOTICE
        ADDRESS:

         

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

         

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with
a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666

	Opry
    Mills	Note
                                         A-1 (Controlling Noteholder)

         

        Wilmington
        Trust, National Association for the Holders of JPMCC 2016-JP2 Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-JP2

         

        NOTICE
        ADDRESS:

         

        Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMCC 2016-JP2



with a copy to:



Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com




 


     Exhibit S-3


     

    
 


	 	Note
                                         A-2

         

        Wells
        Fargo Bank, National Association for the Holders of DBJPM 2016-C3 Securitization Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-C3

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – DBJPM 2016-C3

        Telephone: (410) 884-2000

         

        with
        a copy to:

         

        Facsimile:
        (410) 715-2380
Email:trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com

         

        Note
        A-4

         

        Deutsche
        Bank Trust Company Americas for the Holders of CGCMT 2016-P4 Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-P4

         

        NOTICE
        ADDRESS:

         

        Deutsche
Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration—CGCMT
2016-P4

         

        Note
        A-5-A

         

        Deutsche
        Bank Trust Company Americas for the Holders of CGCMT 2016-C2 Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-C2

         

        NOTICE
        ADDRESS:

         

        Deutsche
Bank Trust Company Americas




 


     Exhibit S-4


     

    
 


	 	1761
East St. Andrew Place 

        Santa
Ana, California, 92705-4934 

        Attention:
        Trust Administration—CGCMT 2016-C2

         

        Note
        A-5-B

         

        Citigroup
        Global Markets Realty Corp.

         

        NOTICE
        ADDRESS:

         

        Citigroup
Global Markets Realty Corp. 

        390
Greenwich Street, 7th Floor 

        New
York, New York 10013 

        Attention:
Ana Rosu Marmann 

        Facsimile
        No.: (646) 328-2938

         

        with
a copy to:



Citigroup Global Markets Realty Corp. 

        390
Greenwich Street, 7th Floor 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Email:
richard.simpson@citi.com

	Westfield
    San Francisco Centre	Note
                                         A-1-EMP-C2, Note A-1-SFC-C2, Note A-1-EMP-C3 and Note A-1-SFC-C3

         

        Wells
        Fargo Bank, National Association for the Holders of CD 2016-CD1 Securitization Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-CD1

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – CD 2016-CD1

        Telephone: (410) 884-2000

         

        with
        a copy to:

         

        Facsimile:
(410) 715-2380

Email:trustadministrationgroup@wellsfargo.com




 


     Exhibit S-5


     

    
 


	 	and
                                         cts.cmbs.bond.admin@wellsfargo.com

                                         

                                         Note B-1-EMP, Note B-1-SFC, Note B-2-EMP and Note B-2-SFC (Controlling Noteholder)

         

        Wilmington
        Trust, National Association for the Holders of DBJPM 2016-SFC Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-SFC

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee DBJPM 2016-SFC

        

        with a copy to:

         

        Telecopy
        number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note
        A-1-EMP-C1, Note A-1-SFC-C1, Note A-2-EMP-1 and Note A-2-SFC-C1

         

        Wells
        Fargo Bank, National Association for the Holders of DBJPM 2016-C3 Securitization Trust, Commercial Mortgage Pass-Through
        Certificates, Series 2016-C3

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – DBJPM 2016-C3

        Telephone: (410) 884-2000

         

        with
a copy to: 

        Facsimile:
        (410) 715-2380

        Email:trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com

         

        Note
        A-1-EMP-C4 and Note A-1-SFC-C4

         

        Deutsche
Bank AG, New York Branch




 


     Exhibit S-6


     

    
 


	 	NOTICE
                                         ADDRESS:

         

        Deutsche
Bank AG, New York Branch 

        60
Wall Street, 10th Floor 

        New
York, NY 10005 

        Attention:
Lainie Kaye 

        Facsimile
        No.: (212) 797-4487

         

        with
        a copy to

         

        Cadwalader,
        Wickersham & Taft, LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Robert Kim

        Facsimile Number: (212) 504-6666

         

        Note
        A-2-EMP-C4 and Note A-2-SFC-C4

         

        JPMorgan
        Chase Bank, National Association

         

        NOTICE
        ADDRESS:

         

        JPMorgan
Chase Bank, National Association 

        383
Madison Avenue 

        New
York, New York 10005 

        Attention:
Kunal K. Singh 

        Facsimile
        No.: (212) 834-6754

         

        with
        a copy to

         

        Cadwalader,
Wickersham & Taft, LLP

200 Liberty Street

New York, New York 10281

Attention: Robert Kim

Facsimile Number: (212) 504-6666

	1
    Kaiser Plaza	Notes
                                         A-2

         

        JPMorgan
        Chase Bank, National Association

         

        NOTICE
        ADDRESS:

         

        JPMorgan
Chase Bank, National Association

383 Madison Avenue

New York, New York 10179




 


     Exhibit S-7


     

    
 


	 	Attention:
                                         Joseph E. Geoghan

                                         Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with
a copy to:



Cadwalader, Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, NY 10281 

        Attention:
        Lisa Pauquette

        Facsimile
No.: (212) 504-6666

	Salesforce
    Tower	Note
                                         A-2

         

        JPMorgan
        Chase Bank, National Association

         

        NOTICE
        ADDRESS:

         

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with
a copy to:



Cadwalader, Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, NY 10281 

        Attention:
Lisa Pauquette

Facsimile No.: (212) 504-6666




 


     Exhibit S-8


     

    
 


	Crocker
    Park Phase One & Two	Note
                                         A-1 (Controlling Noteholder)

         

        Deutsche
        Bank Trust Company Americas for the Holders of CGCMT 2016-C2 Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-C2

         

        NOTICE
        ADDRESS:

         

        Deutsche
Bank Trust Company Americas 

        1761
East St. Andrew Place 

        Santa
Ana, California, 92705-4934 

        Attention:
        Trust Administration—CGCMT 2016-C2

         

        Note
        A-2

         

        Citigroup
        Global Markets Realty Corp.

         

        NOTICE
        ADDRESS:

         

        Citigroup
Global Markets Realty Corp. 

        390
Greenwich Street, 7th Floor 

        New
York, New York 10013 

        Attention:
Ana Rosu Marmann 

        Facsimile
        No.: (646) 328-2938

         

        with
a copy to:



Citigroup Global Markets Realty Corp. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Paul Vanderslice 

        Telecopier:
(212) 723-8599 

        paul.t.vanderslice@citi.com

         

        Citigroup
Global Markets Realty Corp. 

        388
Greenwich Street, 19th Floor 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Telecopier:
(646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

        Ryan
M. O’Connor 

        Telecopier:
(646) 328-2943 

        E-mail:
ryan.m.oconnor@citi.com




 


     Exhibit S-9


     

    
 


	 	Orrick,
Herrington & Sutcliffe LLP 

        51
West 52nd Street 

        New
York, New York 10019 

        Attention:
Janet Barbiere 

        Telecopier:
(212) 506-5151 

        E-mail:
        jbarbiere@orrick.com

         

        Note
        A-4

         

        Starwood
        Mortgage Capital LLC

         

        NOTICE
        ADDRESS:

         

        Starwood
Mortgage Capital LLC 

        1601
Washington Avenue, Suite 800 

        Miami
Beach, Florida 33139 

        Attention:
Ms. Leslie K. Fairbanks 

        Facsimile
No. (305) 695-5539

	National
    Business Park	Note
                                         A-2

         

        Starwood
        Mortgage Funding V LLC

         

        NOTICE
        ADDRESS:

         

        Starwood
        Mortgage Funding V LLC

        1601 Washington Avenue, Suite 800

        Miami Beach, Florida 33139

        Attention: Ms. Leslie K. Fairbanks

        Facsimile No.: (305) 695-5539

         

        with
a copy to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036 

	100
    East Wisconsin Avenue	Note
                                         A-2 (Controlling Noteholder) (prior to the Servicing Shift Securitization Date)

         

        JPMorgan
Chase Bank, National Association




 


     Exhibit S-10


     

    
 


	 	NOTICE
                                         ADDRESS:

         

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with
a copy to:



Cadwalader, Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, NY 10281

Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666

	Hillside
    Industrial	Note
                                         A-2

         

        The
        Bank of New York Mellon

         

        NOTICE
        ADDRESS:

         

        The
Bank of New York Mellon 

        225
Liberty Street, 19th Floor 

        New
York, New York 10286 

        Attention:
IM Real Estate Group 

        Facsimile
        No.: (212) 635-7155

         

        with
        copies to:

         

        Winston
& Strawn LLP 

        200
Park Avenue 

        New
York, New York 10166 

        Attention:
Corey Tessler, Esq. 

        Facsimile
        No.: (212) 294-4700

         

        and



Wells Fargo Commercial Mortgage Servicing




 


     Exhibit S-11


     

    
 


	 	550 South Tryon Street, 12th Floor
 Charlotte, North Carolina 28202
 Attention: Luke Mayes
 Telephone No.: (704) 410-7092

                                                                                 
 Email: luke.mayes@wellsfargo.com

	Embassy
    Suites Lake Buena Vista	Note
                                         A-1-B

         

        Starwood
        Mortgage Funding V LLC

         

        NOTICE
        ADDRESS:

         

        c/o
Starwood Mortgage Capital LLC 

        1601
Washington Avenue, Suite 800 

        Miami
Beach, Florida 33139 

        Attention:
Ms. Leslie K. Fairbanks 

        Facsimile
        No. (305) 695-5539

         

        with
        a copy to

         

        Wells
Fargo Commercial Mortgage Services 

        Duke
Energy Center 

        550
South Tryon St., 12th Floor 

        MAC
D1086-120 

        Charlotte,
North Carolina 28202 

        Attention:
Asset Manager – Starwood Mortgage Capital 

        Facsimile
        No.: (704) 715-0036

         

        Note
        A-2

         

        Deutsche
        Bank Trust Company Americas for the Holders of CGCMT 2016-C1 Securitization Trust, Commercial Mortgage Pass-Through Certificates,
        Series 2016-C1

         

        NOTICE
        ADDRESS:

         

        Deutsche
Bank Trust Company Americas 

        1761
East St. Andrew Place 

        Santa
Ana, California, 92705-4934 

        Attention:
Trust Administration—CGCMT 2016-C1

	West
    LA Office – 1950 Sawtelle Boulevard	Note
    A-1 (Controlling Noteholder)



 


     Exhibit S-12


     

    
 


	 	Wilmington
                                         Trust, National Association for the Holders of MSBAM 2016-C30 Securitization Trust, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-C30

         

        NOTICE
        ADDRESS:

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee MSBAM 2016-C30

        

        with a copy to:

         

        Telecopy
        number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        Note
        A-3

         

        The
        Bank of New York Mellon

         

        NOTICE
        ADDRESS:

         

        The
Bank of New York Mellon 

        225
Liberty Street 

        New
York, New York 10286 

        Attention:
George Passaro 

        Email:
        george.passaro@bnymellon.com

         

        with
a copy to:



The Bank of New York Mellon 

        101
Barclay Street 

        New
York, New York 10286 

        Attention:
Sean Fairweather, 

        Email:
sean.fairweather@bnymellon.com

	Arkansas
    Hotel Portfolio	Note
                                         B

         

        Benefit
        Street Partners CRE Finance LLC

         

        NOTICE
        ADDRESS:

         

        Benefit
Street Partners CRE Finance LLC

9 West 57th Street, Suite 4920

New York, New York 10019

Attention: Micah Goodman




 


     Exhibit S-13


     

    
 


	 	Facsimile
                                         No.: (212) 588-6701

         

        with
a copy to:



Cadwalader, Wickersham & Taft LLP 

        One
World Financial Center 

        New
York, NY 10281 

        Attention:
Jeffrey Rotblat 

        Facsimile
No.: (212) 504-6401




 


     Exhibit S-14


     

    
 



EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[Date] 


[Midland Loan Services, a Division of PNC Bank, National Association





10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: [JPMCC 2016-NINE] [JPMCC 2016-JP2] [DBJPM 2016-SFC] [MSBAM 2016-C30] Asset Manager

Telecopy Number: (704) 715-0036]


 


[ADDRESS OF THE 100 EAST WISCONSIN AVENUE MASTER SERVICER]


 


VIA FACSIMILE


 


		Re:	JPMCC
Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


Dear [__________]:


 


[Midland Loan Services,
a Division of PNC Bank, National Association] [Wells Fargo Bank, National Association][INSERT NAME OF THE 100 EAST WISCONSIN AVENUE
MASTER SERVICER], is the master servicer (the “Non-Serviced Master Servicer”) for [the 9 West 57th
Street Whole Loan][the 693 Fifth Avenue Whole Loan][the Opry Mills Whole Loan][the Westfield San Francisco Centre Whole Loan][the
Crocker Park Phase One & Two Whole Loan][the 100 East Wisconsin Avenue Whole Loan][the West LA Office – 1950 Sawtelle
Boulevard Whole Loan], as such term is defined under the Pooling and Servicing Agreement, dated September 1, 2016 (the “2016-JP3
Pooling and Servicing Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “2016-JP3
Master Servicer”), Torchlight Loan Services, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and as trustee and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer. The Certificate Administrator hereby directs the Non-Serviced
Master Servicer, as follows:


 


The Non-Serviced Master
Servicer shall remit to the 2016-JP3 Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the


 






    Exhibit T-1 


     


    

 


2016-JP3 Master Servicer all reports, statements, documents, communications, and other information that
are to be forwarded, delivered or otherwise made available to, the holder of [the 9 West 57th Street Mortgage Loan][the
693 Fifth Avenue Mortgage Loan][the Opry Mills Mortgage Loan][the Westfield San Francisco Centre Mortgage Loan][the Crocker Park
Phase One & Two Mortgage Loan][the 100 East Wisconsin Avenue Mortgage Loan][the West LA Office – 1950 Sawtelle Boulevard
Mortgage Loan] (as such term is defined in the 2016-JP3 Pooling and Servicing Agreement) under [the 9 West 57th Street
Intercreditor Agreement][the 693 Fifth Avenue Intercreditor Agreement][the Opry Mills Intercreditor Agreement][the Westfield San
Francisco Centre Intercreditor Agreement][the Crocker Park Phase One & Two Intercreditor Agreement][the 100 East Wisconsin
Avenue Intercreditor Agreement][the West LA Office – 1950 Sawtelle Boulevard Intercreditor Agreement] (as defined in the
2016-JP3 Pooling and Servicing Agreement).


 


[The 9 West 57th
Street Mortgage Loan][The 693 Fifth Avenue Mortgage Loan][The Opry Mills Mortgage Loan][The Westfield San Francisco Centre Mortgage
Loan][The Crocker Park Phase One & Two Mortgage Loan][The 100 East Wisconsin Avenue Mortgage Loan][The West LA Office –
1950 Sawtelle Boulevard Mortgage Loan] [is][is not] a Significant Obligor (as such term is defined in the 2016-JP3 Pooling and
Servicing Agreement) under the 2016-JP3 Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter.


 


Date:_________________________


 


			Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the
                  JPMCC Commercial Mortgage Securities Trust 2016-JP3,
                  Commercial Mortgage Pass-Through Certificates, Series 2016-JP3
	 	 	 
	 	By:	 	 
	 	 	[Name]
	 	 	[Title]


 

















    Exhibit T-2 


     


    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:





	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York  10007

Attention:  Commercial Mortgage Surveillance Group

E-mail:  CMBSSurveillance@moodys.com	Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York  10022

Attention:  CMBS Surveillance

Facsimile No.:  (646) 731-2395
	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com	 


 


From:                  Midland
Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing
Agreement dated as of September 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


		Date:	_________, 20___



 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 






    Exhibit U-1 


     


    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)  
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)          
Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)           
The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)          
The defeasance was consummated on __________, 20__.


 


(iii)         
The defeasance collateral consists of securities that (i) constitute “government securities” as defined in
Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments
for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         
The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)          
The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






    Exhibit U-2 


     


    

 


(vi)        
The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        
The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the
proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       
The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied
to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral
to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for
the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)         
The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most
recent Distribution Date Statement received by us (the “Current Report”).


 


(x)          
The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in


 






    Exhibit U-3 


     


    

 


the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)          
Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
       Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)   
       Agree to provide copies of all items listed in Exhibit B to you upon request.


 






    Exhibit U-4 


     


    

 





IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.





	 	 	 
	 	[___________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    Exhibit U-5 


     


    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: After the occurrence and
during the continuance of a Control Termination Event, this report will be delivered annually no later than [INSERT DATE], pursuant
to the terms and conditions of the Pooling and Servicing Agreement.

Transaction: J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2016-JP3

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Torchlight Loan Services, LLC

Directing Certificateholder: Torchlight Investors, LLC


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this
Report



 


		1.	The Special Servicer has notified the Operating Advisor that [n]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[n] of those Specially Serviced Loans are still being
analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [n]
of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status
Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


 



 





1
 This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    Exhibit V-1 


     


    

 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment
of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations
and net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[n] Specially Serviced Loans: [List applicable Mortgage Loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling
and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value
calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited
investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value
calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower.
In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical
accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and
as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection
with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special
Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST].
The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action
to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with]
the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		a.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan prior to the utilization by the Special Servicer.



 






    Exhibit V-2 


     


    

 


		b.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		c.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		4.	The following is a general discussion of certain concerns raised
by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		5.	In addition to the other information presented herein, the Operating
Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions
Related to this Report



 


		1.	The Operating Advisor did not participate in, or have access to,
the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The Operating
Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally
relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any,
in gathering the relevant information to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility to
service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating
Advisor’s ability to outline the details or substance of the discussions held between it and the Special Servicer regarding
any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing
Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to
by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an on-going
basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions,
capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating
Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors
directly. If the investors have questions regarding this report, they should address such questions to the Certificate Administrator
through the Certificate Administrator’s Website.



 






    Exhibit V-3 


     


    

 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement dated September 1, 2016.


 






    Exhibit V-4 


     


    

 





EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells Fargo Bank, National Association

  as Trustee and Certificate Administrator 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3 


Telecopy Number: (410) 715-2380


 


Torchlight Loan Services, LLC 


  as Special Servicer

475 Fifth Avenue 

New York, New York 10017

Attention: Abbey Kosakowski and Jacob M.K. Baron

JPMCC 2016-JP3

Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3,
Commercial Mortgage Pass-Through Certificates, Series 2016-JP3, 

Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of JPMCC Commercial Mortgage Securities Trust 2016-JP3,
Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 (the “Certificates”) regarding the replacement
of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Torchlight Loan Services, LLC, in its current capacity as Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 






    Exhibit W-1 


     


    

 


Based upon such assessment,
we further hereby recommend that Torchlight Loan Services, LLC be removed as Special Servicer and that [________] be appointed
its successor in such capacity. 


	 	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 





Dated:


 






    Exhibit W-2 


     


    

 





EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Fax Number: (888) 706-3565


 


Torchlight Loan Services, LLC 


475 Fifth Avenue

New York, New York 10017

Attention: Abbey Kosakowski and Jacob M.K. Baron

JPMCC 2016-JP3

Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com


 


		Re:	Access to Certain Information Regarding JPMCC Commercial
Mortgage Securities Trust 2016-JP3, Commercial Mortgage Pass-Through Certificates, Series 2016-JP3



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of September 1, 2016 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)/Torchlight Loan Services, LLC (“Torchlight”)] understands
that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Midland/Torchlight] will provide the Company
with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to [Midland/Torchlight]
by


 






    Exhibit X-1 


     


    

 





[_____] [__], 20[__]

Page 2


  


third parties, (b) may not have been verified by [Midland/Torchlight], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Midland/Torchlight], the [“Master Servicer”/“Special Servicer”]
(as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Midland/Torchlight]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Midland/Torchlight]; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Midland/Torchlight]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The Company may have access to the Confidential
Information through (at [Midland/Torchlight]’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/Torchlight]’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or
any successor or replacement system (“System”).
[Midland/Torchlight] may cease or defer providing the Company with Confidential Information in the event that (a) the Company
or its Representatives violate any provision hereof, or (b) [Midland/Torchlight] determines (in its sole discretion) that
such termination is necessary for any reason, including its determination that such action is required pursuant to the terms of
the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Midland/Torchlight] shall cease
to provide the Company with Confidential Information if [Midland/Torchlight] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Midland/Torchlight] determines that the provision, notice
or access to such Confidential Information would violate the accepted servicing practices or servicing standards as defined in
the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential
Information hereunder shall survive the termination of the Company’s access to the Confidential Information. [Midland/Torchlight]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company


 






    Exhibit X-2 


     


    

 





[_____] [__], 20[__]

Page 3





 


shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland/Torchlight] intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland/Torchlight]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 






    Exhibit X-3 


     


    

 





Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein. 


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[TORCHLIGHT LOAN SERVICES, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]











	 	 	 
	CONFIRMED AND AGREED TO: 
 
 [COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


  






    Exhibit X-4 


     


    

 








EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.             I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered
by this report on Form 10-K, of the JPMCC Commercial Mortgage Securities Trust 2016-JP3 (the “Exchange
Act periodic reports”);


 


2.             Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.             Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.             Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and
except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements
in all material respects; and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, as Custodian and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor;


 


(B) [AFTER THE APPLICABLE
SERVICING SHIFT SECURITIZATION DATE:][[______], as Primary Servicer for the 100 East Wisconsin Avenue Mortgage Loan, [______],
as Special Servicer for the 100 East Wisconsin Avenue Mortgage Loan, [______], as


 






    Exhibit Y-1 


     


    

 


Trustee for the 100 East Wisconsin Avenue Mortgage
Loan, [______], as Certificate Administrator and Custodian for the 100 East Wisconsin Avenue Mortgage Loan, and [______], as Operating
Advisor and Asset Representations Reviewer for the 100 East Wisconsin Avenue Mortgage Loan;]


 


(C) Wells Fargo Bank,
National Association, as Primary Servicer for the 9 West 57th Street Mortgage Loan, Wells Fargo Bank, National Association,
as Special Servicer for the 9 West 57th Street Mortgage Loan, Wilmington Trust, National Association, as Trustee for
the 9 West 57th Street Mortgage Loan, Wells Fargo Bank, National Association and as Certificate Administrator and Custodian
for the 9 West 57th Street Mortgage Loan;


 


(E) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the 693 Fifth Avenue Mortgage Loan, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer for the 693 Fifth Avenue Mortgage Loan, and Wilmington Trust,
National Association, as Trustee for the 693 Fifth Avenue Mortgage Loan, Wells Fargo Bank, National Association, as Certificate
Administrator and Custodian for the 693 Fifth Avenue Mortgage Loan and Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer for the 693 Fifth Avenue Mortgage Loan;


 


(F) Wells Fargo Bank,
National Association, as Primary Servicer for the Opry Mills Mortgage Loan, LNR Partners, LLC, as Special Servicer for the Opry
Mills Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Opry Mills Mortgage Loan, Wells Fargo Bank, National
Association, as Certificate Administrator and Custodian for the Opry Mills Mortgage Loan, and Pentalpha Surveillance LLC, as Operating
Advisor and Asset Representations Reviewer for the Opry Mills Mortgage Loan;


 


(G) Wells Fargo Bank,
National Association, as Primary Servicer for the Westfield San Francisco Centre Mortgage Loan, Pacific Life Insurance Company,
as Special Servicer for the Westfield San Francisco Centre Mortgage Loan, Wilmington Trust, National Association, as Trustee for
the Westfield San Francisco Centre Mortgage Loan and Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian
for the Westfield San Francisco Centre Mortgage Loan;


 


(H) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the Crocker Park Phase One & Two Mortgage Loan, C-III
Asset Management LLC, as Special Servicer for the Crocker Park Phase One & Two Mortgage Loan, Deutsche Bank Trust Company Americas,
as Trustee for the Crocker Park Phase One & Two Mortgage Loan, Citibank, N.A., as Certificate Administrator and Custodian for
the Crocker Park Phase One & Two Mortgage Loan and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer for the Crocker Park Phase One & Two Mortgage Loan; and


 


(I) Wells Fargo Bank,
National Association, as Primary Servicer for the West LA Office – 1950 Sawtelle Boulevard Mortgage Loan, LNR Partners, LLC,
as Special Servicer for the West LA Office – 1950 Sawtelle Boulevard Mortgage Loan, Wilmington Trust, National Association,
as Trustee for the West LA Office – 1950 Sawtelle Boulevard Mortgage Loan, Wells Fargo Bank, National Association, as Certificate
Administrator and Custodian for the West LA Office – 1950 Sawtelle Boulevard Mortgage Loan and Park Bridge Lender Services


 






    Exhibit Y-2 


     


    

 


LLC, as Operating Advisor and Asset Representations Reviewer for the West LA Office – 1950 Sawtelle Boulevard Mortgage Loan.


 


Date:_________________________


 


	
President and Chief Executive Officer

J.P. Morgan Chase Commercial Mortgage Securities Corp.

(Senior officer in charge of the securitization of the depositor)	 


 









    Exhibit Y-3 


     


    







 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I (or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__]
(the “Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form
10-K (collectively, with the Form 10-K, the “Reports”);


 


2.             Based on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Reports and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee,
the custodian, the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.             I (or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and


 






    Exhibit Z-1-1 


     


    

 


Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate
Administrator or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
to be included in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed
in the Form 10-K and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Pooling and Servicing Agreement.


 


Dated: ____________________________ 


 


	 	 
	 	Name:
	 	Title:











 






    Exhibit Z-1-2 


     


    

 


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided
by the Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for
the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.             Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.             Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for


 






    Exhibit Z-2-1 


     


    

 


inclusion in the Reports for the period
covered by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.             I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master
Servicer compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in
the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.             The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master
Servicer or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement.


 


Dated: ____________________________ 


 


	 	 
	 	Name:
	 	Title:





 






    Exhibit Z-2-2 


     


    


 EXHIBIT Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided
by the Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.             Based on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer
Periodic Information;


 


4.             I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the


 






    Exhibit Z-3-1 


     


    

 


Special
Servicer’s compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.             The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special
Servicer or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:












    Exhibit Z-3-2 


     


    









EXHIBIT Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I (or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and
Servicing Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee,
collectively, the “Trustee Periodic Information”);


 


2.             Based on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.             I (or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for


 






    Exhibit Z-4-1 


     


    

 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee
or any Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement.


 


Dated: ____________________________ 


 


	 	 
	 	Name:
	 	Title:





 






    Exhibit Z-4-2 


     


    




EXHIBIT Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I (or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Operating
Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.             Based on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.             The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in


 






    Exhibit Z-5-1 


     


    

 


order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating
Advisor or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:





 






    Exhibit Z-5-2 


     


    







EXHIBIT Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I (or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and
Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”);


 


2.             Based on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.             I (or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for


 






    Exhibit Z-6-1 


     


    

 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian
or any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement.


 


Dated: ____________________________


 





	 	 
	 	Name:
	 	Title:












    Exhibit Z-6-2 


     


    







 


EXHIBIT Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3, issued pursuant to the Pooling and Servicing Agreement dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.	 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.            I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);


 


2.            Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.            Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 






    Exhibit Z-7-1 


     


    

 


This Certification
is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by
the Asset Representations Reviewer under the Pooling and Servicing Agreement.


 


Dated: ____________________________ 


 


	 	 
	 	Name:
	 	Title:












    Exhibit Z-7-2 


     


    










 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer.


 


	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator

        

        Master
Servicer

Special Servicer 

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        

        Master
Servicer

Special Servicer 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer 

        Special
        Servicer

        Custodian (as applicable)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

         




  





 






 


1 Only to the extent that the Trustee was required
to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 














    Exhibit AA-1 


     


    

 


 


	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator 

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator 

        Master
Servicer

Special Servicer 

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor

 (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset 	Master
    Servicer

    Special Servicer



  






    Exhibit AA-2 


     


    

 





 


	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	 	documents.

                                                                                 
	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 





At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 



    Exhibit AA-3 


     


    










 


 


 



 


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04
of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the
Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other
than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a
“significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this JPMCC 2016-JP3 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(13) of Regulation AB
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB

         

        ·     Item
        1121(d) of Regulation AB

         

        ·     Item
1121(e) of Regulation AB
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         

        ·     Asset
        Representations Reviewer

         



 






    Exhibit BB-1 


     


    

 


	Item on Form 10-D	Party Responsible
	 	 
	
        Item 2: Legal Proceedings:

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Operating
        Advisor (as to itself)

         

        ·     Asset
        Representations Reviewer (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds



	·     Depositor
	Item 4: Defaults Upon Senior Securities	·     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders	·     Certificate Administrator
	Item 6: Significant Obligors of Pool Assets:	·     Master Servicer (excluding information for


 



    Exhibit BB-2 


     


    




 


	Item on Form 10-D	Party Responsible
	
        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year
        and interim period is required and, if such information for a prior period was required but not previously reported, such information
        for such prior period; and

         

        (c) the information shall be reportable in the
Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received
or prepared by the “Party Responsible” as described in clause (b) above.

         
	
        which the Special Servicer is the “Party
        Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         

	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ·     Item
1124 of Regulation AB
	·     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	Item 8: Significant Enhancement Provider Information:	·     Depositor


 



    Exhibit BB-3 


     


    




 


	Item on Form 10-D	Party Responsible	 
	
        ·     Item
1114(b)(2) and Item 1115(b) of Regulation AB 

         
	 	 
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of this Agreement) and the Collection Account as of the related Distribution
        Date and the preceding Distribution Date)

         

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)
	 
	
        Item 10: Exhibits (no.
        3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor	 


 



    Exhibit BB-4 


     


    




 


	Item on Form 10-D	Party Responsible
	
        Item 10: Exhibits (no.
        4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this 

         

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.

	
        Item 10: Exhibits (no.
        10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no.
        22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report. 
	·     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no.
        23):

         

        Consents of
Experts and Counsel (Exhibit
	·     Depositor


 



    Exhibit BB-5 


     


    




 


	Item on Form 10-D	Party Responsible	 
	No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.	 	 
	
        Item 10: Exhibits (no.
        24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 	 
	
        Item 10: Exhibits (no.
        99)

         

        Additional exhibits
(Exhibit No. 99 of Item 601 of Regulation S-K)
	·     Not Applicable.	 
	
        Item 10: Exhibits (no.
        100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	·     Not Applicable.	 
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.	 


  




    Exhibit BB-6 


     


    

 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income
information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is
no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master
Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage
Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case
may be. For this JPMCC 2016-JP3 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-K	Party Responsible
	
         

        Item 1B: Unresolved Staff Comments 
	
         

        ·     Depositor

         

	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 







 



    Exhibit CC-1 


     


    




 





	Item on Form 10-K	Party Responsible
	reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
as “Additional Form 10-D Information”.

         
	
        ·     The
        applicable Mortgage Loan Seller

         

         

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	·     The Depositor	 
	
        Instruction J(2)(b) (Significant Obligors of Pool
Assets) – Part 3 of 3 Parts:  

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
only with respect to a party or
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         
	 







 



    Exhibit CC-2 


     


    




 





	Item on Form 10-K	Party Responsible
	
        property (if any) identified as a “significant obligor”
        in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

         

        (c) the information shall be reportable only to
the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	 	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items
1114(b)(2) and 1115(b) of Regulation AB

         
	·     Depositor
	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
(as to itself)








 



    Exhibit CC-3 


     


    




 





	Item on Form 10-K	Party Responsible
	 	
         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered
	
        ·     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Trustee

         

        ·     Asset
        Representations Reviewer

         

        ·     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party no longer constitutes an originator of 10% or





 



    Exhibit CC-4 


     


    




 







	Item on Form 10-K	Party Responsible
	
        into outside the ordinary course of business or is on terms
        other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2016-JP3
        transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand,
        and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-JP3 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as
“Additional Form 10-K
	
        more of the assets of
        the Trust).

         

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

         

        ·     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party no longer constitutes a material party for purposes of Regulation AB.

         

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

         





 



    Exhibit CC-5 


     


    




 





	Item on Form 10-K	Party Responsible
	Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2016-JP3 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates 
	
        ·     The
        Depositor

         

        ·     Each
        Mortgage Loan Seller

         








 



    Exhibit CC-6 


     


    




 




	Item on Form 10-K	Party Responsible
	
        and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-JP3 transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
        other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two
        prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need
        not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor




 



    Exhibit CC-7 


     


    




 


	  Item on Form 10-K	Party Responsible	 
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Trustee

         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Agreement

         

        provided further, in each case, that
in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
shall be the responsible party.
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K)
	·     Not Applicable	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K)
	·     Not Applicable.	 


 



    Exhibit CC-8 


     


    




 


	  Item on Form 10-K	Party Responsible
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	·     Not Applicable.
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K) 
	·     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of
Item 601 of Regulation S-K)
	·     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	·     Not Applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the
	·     Depositor


 



    Exhibit CC-9 


     


    




 





	Item on Form 10-K	Party Responsible	 
	consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Agreement.	 	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of
        this Agreement.

         
	
        ·     Master
        Servicer

         

        ·     Special
        Servicer

         

        ·     Depositor

         

        ·     Any
        other Servicing Function Participant

         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report.
	 
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 	 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K).
	·     Not Applicable	 
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Agreement.	 
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of
Item 601 of Regulation S-K).
	·     Not Applicable.	 
	Item 15: Exhibits (no. 33)	·     Delivery of this exhibit (annual compliance	 







 



    Exhibit CC-10 


     


    




 




	Item on Form 10-K	Party Responsible
	Report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).	assessment) is governed by Section 11.10 (and Section 11.07) of this Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35
of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	·     Depositor.
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	·     Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).




 



    Exhibit CC-11 


     


    




 





	Item on Form 10-K	Party Responsible
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	
        ·     Not
Applicable

         

         

	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        ·     [Certificate
        Administrator]

         

        ·     [Depositor]

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        ·     [Certificate
        Administrator]

         

        ·     [Depositor]








  




    Exhibit CC-12 


     


    

 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to
report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K
Item described in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other
than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to
itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this JPMCC 2016-JP3 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement 



 



    Exhibit DD-1 


     


    




 


	Item on Form 8-K	Party Responsible 	 
	 	that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	·     Depositor	 


 



    Exhibit DD-2 


     


    




 


	Item on Form 8-K	Party Responsible 
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ·     Depositor

         

        ·     Certificate
Administrator

	Item 3.03: Material Modification to Rights of Security Holders	·     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor
	Item 6.01: ABS Informational and Computational Material	·     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee

         

        ·     Depositor

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·     Certificate
        Administrator

         

        ·     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
        Servicer

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Depositor

	Item 6.03: Change in Credit Enhancement or External Support	
        ·     Depositor

         

        ·     Certificate
Administrator

	Item 6.04: Failure to Make a Required Distribution	·     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	·     Depositor
	Item 7.01: Regulation FD Disclosure	·     Depositor


 



    Exhibit DD-3 


     


    




 


	Item on Form 8-K	Party Responsible 
	Item 8.01: Other Events	·     Depositor
	
        Item 9.01(d): Exhibits (no. 1): 

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K)
	·     Not applicable
	
        Item 9.01(d): Exhibits (no. 2): 

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 3): 

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 4): 

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
Administrator

          

        provided, in each case, that
this shall in no event be construed to make such party responsible for the initial filing of this Agreement

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	·     Not Applicable
	Item 9.01(d): Exhibits (no. 14):	·     Not Applicable


 



    Exhibit DD-4 


     


    




 


	Item on Form 8-K	Party Responsible 
	Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)	 
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	·     Not Applicable.
	Item 15: Exhibits (no. 100)	·     Not Applicable.


 



    Exhibit DD-5 


     


    




 


	Item on Form 8-K	Party Responsible 
	XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).	 


 



    Exhibit DD-6 


     


    




 


 


 


 


 







 



EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2016-JP3—SEC REPORT PROCESSING


 


RE:   **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 






    Exhibit EE-1 


     


    

 





EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


	Property Name	Subservicer Name
	Fountains at the Bayou	Holliday Fenoglio Fowler, L.P.
	Shadow Creek Apartments	Holliday Fenoglio Fowler, L.P.





 






    Exhibit FF-1 


     


    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 






    Exhibit GG-1 


     


    

 





EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



JPMCC Commercial Mortgage Securities Trust 2016-JP3,

Commercial Mortgage Pass-Through Certificates

Series 2016-JP3 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [Torchlight
Loan Services, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank,
National Association, as Trustee] (the “Certifying Servicer”), certify to J.P. Morgan Chase Commercial Mortgage
Securities Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 









	Date:	 	 



 



[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL

ASSOCIATION, as master servicer]

[TORCHLIGHT LOAN SERVICES, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 


	By:	 	 
	 	Name:	 
	 	Title:	 











 






    Exhibit HH-1 


     


    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for
assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and
for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 





1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset backed securities that were not required to be issued), if applicable.


  






    Exhibit II-1 


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]








	 	 	 
	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 






    Exhibit II-2 


     


    

 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: President 


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®) 


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 






    Exhibit JJ-1 


     


    

 





EXHIBIT KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL: 


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: JPMCC 2016-JP3, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement 


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	JPMCC 2016-JP3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	JPMCC 2016-JP3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	JPMCC 2016-JP3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 





 






    Exhibit KK-1 


     


    

 


EXHIBIT LL


 


[Reserved.]


 






    Exhibit LL-2 


     


    

 





EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLS FARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) JPMCC 2016-JP3—SEC
REPORT PROCESSING 


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
11.04 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, the undersigned, as [              ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].





Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account
    Name	Beginning
        Balance as of  

        MM/DD/YYYY 
	Ending
        Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit MM-1 


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [         ]; email address:  [                   ].





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc: Depositor


 






    Exhibit MM-2 


     


    

 





EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

               as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association 


as Master Servicer

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


Torchlight Loan Services, LLC 


as Special Servicer

475 Fifth Avenue 

New York, New York 10017

Attention: Abbey Kosakowski and Jacob M.K. Baron

JPMCC 2016-JP3

Email: akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com


 


Pentalpha Surveillance LLC 


as Operating Advisor

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

Email: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3
Commercial Mortgage Pass-Through Certificates, Series 2016-JP3 (the “Certificates”) issued pursuant to the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2016, by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer	 



 


This letter is delivered to you, pursuant
to Section 3.23 of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of


 






    Exhibit NN-1 


     


    

 


$__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 








		1.	Our name and address is as follows:









	 
	 
	 
	 
	Contact Info: [Tel/Email]














 




		2.	[IF APPLICABLE] We hereby certify, represent and warrant
to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates, and that
we are not affiliated with the Transferor. To the extent that any Control Termination Event or Consultation Termination Event
has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling and Servicing Agreement,
we hereby request that you reinstate such rights and post a “special notice” on your website to the following effect:







 


			“A Consultation Termination Event or a Control Termination
Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling Class to an unaffiliated
third party which has terminated any waiver by the prior Holder.



 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    Exhibit NN-2 


     


    

 





EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed above, will not be required to
take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.






	 	 	 
	 	PENTALPHA
SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 





 



 





1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.





 






    Exhibit OO-1 


     


    

 








Exhibit A


 


Detailed Scorecard [Template Example Below]


 


	
        Test failures

         

	Loan #	Loan

 Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 





 






    Exhibit OO-2 


     


    

 


EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	JPMCC Commercial Mortgage Securities Trust 2016-JP3



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every
instance of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.






	 	 	 
	 	PENTALPHA
SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 





 






 





1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 











    Exhibit PP-1 


     


    

 








Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations

 and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b





 






    Exhibit PP-2 


     


    

 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Pursuant to the terms
and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset Representations
Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures
set forth below (each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ if, and only to
the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify
such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation
and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the Mortgage Loan Seller’s
knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review beyond that set forth
in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy or Title Policy, the Asset
Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable policy, and will
be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing
Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with respect to a particular
Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is the document
that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into
account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect to a
Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason for not satisfying
the applicable Test is caused by such exception(s);



 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that
the Test failed to achieve a Test pass, or (ii) a determination by Asset Representations Reviewer that the documentation included
in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not 



 






    Exhibit QQ-1 


    	 



    

 





			sufficient
to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute a determination
by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required
to review any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests subject
to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations Reviewer
shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable Test(s)
procedure when making a determination as to whether there is a Test pass.


 



    Exhibit QQ-2 


    	 



    





 


	Representations
    and Warranties	 	Test	Review
    Materials
	1.     
    Complete Servicing File.  All documents comprising the Servicing File will be or have been delivered
    to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the PSA and/or MLPA.	1	Review
    the Servicing File to determine if it includes a signed custodian certification that does not contain any exceptions reported.
    If so determined, it will be a Test pass.	Servicing
    File; Custodian certification
	2.     
    Whole Loan; Ownership of Mortgage Loans.  Except with respect to a Mortgage Loan that is part of a
    Whole Loan, each Mortgage Loan is a Whole Loan and not an interest in a Mortgage Loan. Each Mortgage Loan that is part of
    a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole Mortgage Loan. Immediately
    prior to the sale, transfer and assignment to depositor, no Mortgage Note or Mortgage was subject to any assignment (other
    than assignments to the Seller), participation (other than with respect to any Mortgage Loans) or pledge, and the Seller had
    good and marketable title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan)
    (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing
    agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between
    the Master Servicer and the Seller), any other ownership interests and other interests on, in or to such Mortgage Loan (subject
    to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing
    agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between
    the Master Servicer and the Seller). The Seller has full right and authority to sell, assign and transfer each Mortgage Loan,
    and the assignment to depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of
    any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan (subject to certain
    agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements
    permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master
    Servicer and the Seller).	2a	Except
    with respect to a Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note and
    Mortgage to determine if they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same,
    then such Mortgage Loan would be considered a whole loan.  If there is more than one property then the Mortgage
    for each property would be need to be aggregated. If so determined, it will be a Test pass.	Mortgage
    Note; Mortgage; Mortgage Loan Schedule
	2b	If
    the Mortgage Loan is a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, review the Mortgage(s), Mortgage Note, loan agreement
    related to the Mortgage Loan (“Loan Agreement”), Mortgage Loan guaranty, Assignment of Leases, and Environmental
    Indemnification Agreement (collectively, the “Mortgage Loan Documents”) or intercreditor agreement to determine
    if it is a senior portion (or a pari passu portion of a senior portion) of a whole Mortgage Loan. If so determined, it will
    be a Test pass.	Mortgage
    Loan Documents; Intercreditor agreement
	2c	Review
    any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach
    with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for a notation or other indication
    of any claim or assertion regarding the Mortgage Loan Seller not having good and marketable title to, or not being the sole
    owner of, the Mortgage Loan, free and clear of any and all liens, charges, pledges, encumbrances, participations (other than
    with respect to agreements among Mortgage Noteholders with respect to a Whole Loan), any other ownership interests and other
    interests on, in or to such Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower
    rights as provided in the PSA, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement,
    dated as of the Closing Date 	MS
    Servicer Notices


 






    Exhibit QQ-3 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	between
    the Master Servicer and the Mortgage Loan Seller). If such a notation or other indication is not found, it will be a Test
    pass.	 
	2d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller not
    having the full right and authority to sell, assign and transfer the Mortgage Loan. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	2e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the assignment to the Depositor
    not constituting a legal, valid and binding assignment of such Mortgage Loan as described in the last sentence of representation
    and warranty 2. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	3.     
        Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument),
        guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection
        with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor
        (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency
        or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except
        as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
        similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless
        of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such
        Mortgage Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees
        or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law (clauses
        (i) and (ii) collectively, the “Insolvency Qualifications”).

         

        Except
as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
	3a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) to determine if it contains
    language indicating that the related Mortgage Note, Mortgage, assignment of leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    3. If so determined, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	3b	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding rights of offset, defenses, counterclaims or rights of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, except with respect to any Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.

                                                                                 
	MS
    Servicer Notices


 






    Exhibit QQ-4 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	without
    limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with
    the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the
    Mortgage Note, Mortgage or other Mortgage Loan Documents.	 	 	 
	4.     
    Mortgage Provisions.  The Mortgage Loan Documents for each Mortgage Loan contain provisions that render
    the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the
    principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial
    foreclosure subject to the limitations set forth in the Insolvency Qualifications.	4	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion to determine if the Mortgage Loan Documents contain provisions
    that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property
    of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
    nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications. If so determined, it will be
    a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	5.     
    Hospitality Provisions.  The Mortgage Loan Documents for each Mortgage Loan that is secured by a hospitality
    property operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the
    Mortgagor and franchisor of such property enforceable by the Trust against such franchisor, either directly or as an assignee
    of the originator. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates
    a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate
    filing office.	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
    the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement
    signed by the Mortgagor and franchisor that is enforceable by the Trust against such franchisor, either directly or as an
    assignee of the originator. If so determined with respect to each part of the Test, it will be a Test pass.	Appraisal;
    franchise agreement; Comfort letter or similar agreement signed by or from such franchisor 
	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for
    each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such
    property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence
    of filing of any related UCC financing statements, related amendments and continuation statements. If so determined with respect
    to each part of this Test, it will be a Test pass.	UCC
    filing; Appraisal; Mortgage File
	6.     
    Mortgage Status; Waivers and Modifications.  Since origination and except by written instruments set
    forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents (a) 	6a	Review
    the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms of such documents have been waived,
    impaired, modified, altered, satisfied, 	Mortgage
    Loan Documents; MS Servicer Notices 


 






    Exhibit QQ-5 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	the
    material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan Documents have not been
    waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged
    Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes
    with the security intended to be provided by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither
    Mortgagor nor guarantor has been released from its obligations under the Mortgage Loan. The material terms of such Mortgage,
    Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan Documents have not been waived, impaired, modified, altered,
    satisfied, canceled, subordinated or rescinded in any respect since September 2, 2016.	 	cancelled,
    subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File.  If
    not so determined, it will be a Test pass.	 
	6b	Review
    the MS Servicer Notices and Mortgage Loan Documents to determine if a related mortgaged property, or any portion thereof,
    has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended
    to be provided by such Mortgage or the use or operation of such Mortgaged Property. If not so determined, it will be a Test
    pass.	MS
    Servicer Notices; Mortgage Loan Documents
	6c	Review
    the MS Servicer Notices for a notation or other indication that either the Mortgagor or Guarantor has been released from its
    obligations under any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7.     
    Lien; Valid Assignment.  Subject to the Insolvency Qualifications, each endorsement and assignment
    of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage) from the Seller constitutes
    a legal, valid and binding endorsement or assignment from the Seller. Each related Mortgage and Assignment of Leases is freely
    assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien
    on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged
    Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as
    defined below)), except as the enforcement thereof may be limited by the Insolvency Qualifications. Such Mortgaged Property
    (subject to Permitted Encumbrances) as of origination was, and as of the Cut-off Date to the Seller’s knowledge, is
    free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances,
    and to the Seller’s knowledge and subject to the rights of tenants, no rights exist which under law could give rise
    to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which
    are insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage
    or equivalent document related to and delivered in connection with the Mortgage Loan establishes and 	7a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement and assignment
    of Mortgage and Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage
    Loan Seller, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test
    pass.	MS
    Servicer Notices
	7b	Review
    the Mortgage for each property and the Assignment of Leases for each property for provisions to the effect that the related
    Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision
    is found, it will be a Test pass.	Mortgage;
    Assignment of Leases
	7c	Review
    the title policy (as defined in representation and warranty 8, the “Title Policy”) to determine if the
    Mortgage is a first lien on the Mortgagor’s interest in the Mortgaged Property.  Compare the amount of the
    Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine they are equivalent. If each
    such determination is made, it will be a Test pass.	Title
    Policy
	7d	Review
    the Title Policy to determine if the Mortgaged 	Title
    Policy


 






    Exhibit QQ-6 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	creates
        a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement
        may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding
        anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other
        personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial
        Code financing statements is required in order to effect such perfection.

         

        The
        assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial
        ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest
        (subject to certain agreements regarding servicing as provided in the PSA, subservicing agreements permitted thereunder
        and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the
        Seller).

         
	 	Property
    was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.
    If so determined, it will be a Test pass.	 
	7e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage
    Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances. If such a notation or other indication is not found, it will be
    a Test pass.	MS
    Servicer Notices
	7f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
    there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
    with the lien of the related Mortgage, except those which are insured against by a lender’s title insurance policy.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7g	Review
    the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered
    in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject
    to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations
    described in representation 11 below. The foregoing excludes the perfection of any security interest in rents or other personal
    property to the extent that possession or control of such items or actions other than the filing of a UCC financing statements
    is required in order to effect such perfection. If so determined, it will be a Test pass.	Title
    Policy
	7h	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
    have good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices


 






    Exhibit QQ-7 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	7i	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller was not
    the sole owner of any Mortgage Loan, or that the Mortgage Loan was not free and clear of any pledge, lien, encumbrance or
    security interest. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7j	Review
    the MS Servicer Notices for a notation or other indication of claim or assertion that the assignment did not validly and effectively
    transfer and convey all legal and beneficial ownership of any Mortgage Loans to the Depositor free and clear of any pledge,
    lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	8.     
    Permitted Liens; Title Insurance.  Each Mortgaged Property securing a Mortgage Loan is covered by
    an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved
    for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title
    policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title
    Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple
    properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property)
    after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner
    of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the
    lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions
    and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy;
    (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties
    are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related
    Mortgaged Property which the Mortgage Loan Documents do not require to be subordinated to the lien of such Mortgage; and (f)
    if the related Mortgage Loan constitutes a cross-collateralized Mortgage Loan, the lien of the Mortgage for another 	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction.  Review to determine if the
    amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated
    loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	8b	Review
    the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances.  If
    so determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If
    not so determined, it will be a Test pass.	Title
    Policy
	8d	Review
    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect,
    that all premiums thereon have not been paid or that claims have been made by any Mortgage Loan 	Title
    Policy; MS Servicer Notices


 






    Exhibit QQ-8 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
        Loan contained in the same Crossed Mortgage Loan Group, provided that none of which items (a) through (f), individually
        or in the aggregate, materially interferes with the value, current use or operation of the Mortgaged Property or the security
        intended to be provided by such Mortgage or with the current ability of the related Mortgaged Property to generate net
        cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when
        they become due (collectively, the “Permitted Encumbrances”).

         

        Except
        as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are
        senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be
        issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims
        have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s
        knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair
        the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for
        any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such
        exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described
        in the Mortgage, and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels
        are contiguous.

         
	 	Seller.
    If no such notation or other indication is found, it will be a Test pass.	 
	8e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage
    Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation
    or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If so determined,
    it will be a Test pass.	Title
    Policy
	8g	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous. If so determined,
    it will be a Test pass.	Title
    Policy
	9.     
    Junior Liens.  It being understood that B notes secured by the same Mortgage as a Mortgage Loan are
    not subordinate mortgages or junior liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged
    Property. The Seller has no knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the
    ownership interests in the Mortgagor.	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the Mortgaged Property. If not
    so determined, it will be a Test pass.	Title
    Policy
	9b	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt
    related to the Mortgaged Property and secured directly by the ownership interests in the Mortgagor. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	10.   
    Assignment of Leases and Rents.  There exists as part of the related 	10a	Review
    the Mortgage File to determine if an Assignment of 	Mortgage
    File; Mortgage; 


 






    Exhibit QQ-9 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Each related Assignment
    of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in,
    rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to
    exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to
    operate the related leased property, except as the enforcement thereof may be limited by the Insolvency Qualifications; no
    person other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior
    to or of equal priority with the lender’s interest therein. The related Mortgage or related Assignment of Leases, subject
    to applicable law, provides for, upon an event of default under the Mortgage Loan, a receiver to be appointed for the collection
    of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the
    mortgagee.	 	Leases
    (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it
    will be a Test pass.	Assignment of Leases
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
    property, except as the enforcement thereof may be limited by the Insolvency Qualifications; and to determine that no person
    other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior to or of
    equal priority with the lender’s interest therein.  If so determined with respect to each part of this Test,
    it will be a Test pass.	Title
    Policy
	10c	Review
    the Title Policy to determine if any person other than the Mortgagor owns any interest in any payments due under such lease
    or leases that is superior to or of equal priority with the lender’s interest therein. If not so determined, it will
    be a Test pass.	Title
    Policy
	10d	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the Mortgage,
    or related Assignment of Leases, provides that upon an event of default under the Mortgage Loan, a receiver is to be appointed
    for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be
    paid directly to the mortgagee. If so determined, it will be a Test pass. 	Mortgage;
    Assignment of Leases
	11.   
    Financing Statements.  Each Mortgage Loan or related security agreement establishes a valid security
    interest in, and a UCC-1 financing statement has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture
    filing) in all places necessary to perfect a valid security interest in, the personal property (the creation and perfection
    of which is governed by the UCC) owned by the Mortgagor 	11a	Review
    the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	11b	Review
    the MS Servicer Notices for notation or other 	MS
    Servicer Notices


 






    Exhibit QQ-10 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	and
    necessary to operate any Mortgaged Property in its current use other than (1) non-material personal property, (2) personal
    property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing
    statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each
    UCC-2 or UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing
    office in which such financing statement was filed.	 	indication
    that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is
    not found, it will be a Test pass.	 
	12.   
    Condition of Property.  The Seller or the originator of the Mortgage Loan inspected or caused to be
    inspected each related Mortgaged Property within four months of origination of the Mortgage Loan and within twelve months
    of the Cut-off Date.  An engineering report or property condition assessment was prepared in connection with the
    origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date, which indicates that, except as set
    forth in such engineering report or with respect to which repairs were required to be reserved for or made, all building systems
    for the improvements of each related Mortgaged Property are in good working order, and further indicates that each related
    Mortgaged Property (a) is free of any material damage, (b) is in good repair and condition, and (c) is free of structural
    defects, except to the extent (i) any damage or deficiencies that would not materially and adversely affect the use, operation
    or value of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs with respect to such
    damage or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have
    been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Seller with respect
    to similar loans it originates for securitization have been established, which escrows will in all events be in an aggregate
    amount not less than the estimated cost of such repairs. The Seller has no knowledge of any material issues with the physical
    condition of the Mortgaged Property that the Seller believes would have a material adverse effect on the use, operation or
    value of the Mortgaged Property other than those disclosed in the engineering report and those addressed in sub-clauses (i),
    (ii) and (iii) of the preceding sentence.	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within four months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than 12
    months prior to the Cut-off Date.  Review the engineering report to confirm that all building systems for the improvements
    of each Mortgaged Property being in good working order, and free of material damage. If so determined with respect to each
    part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	12c	Review
    the engineering report or property condition assessment in the Mortgage File dated no more than 12 months prior to the Cut-off
    Date to determine if it provides that each related Mortgaged Property is free of structural defects, except to the extent:
    (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value of the Mortgaged
    Property or the security intended to be provided by such Mortgage or repairs with respect to such damage or deficiencies estimated
    to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows
    in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller with respect to similar loans it
    originates for securitization have been established, which escrows will in all events be in an aggregate amount not less than
    the estimated cost of such repairs. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment


 






    Exhibit QQ-11 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	12d	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of material issues
    with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
    effect on the use, operation or value of the Mortgaged Property other than those disclosed in the most recently dated engineering
    report and those addressed in sub-clauses (i), (ii) and (iii) of representation and warranty 12. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	13.   
    Taxes and Assessments.  As of the date of origination and as of the Closing Date, all taxes and governmental
    assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with
    respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or if left unpaid
    could become a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage
    and that became due and delinquent and owing prior to the Cut-off Date with respect to each related Mortgaged Property have
    been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid
    taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated
    interest and penalties, if any, thereon. For purposes of this representation and warranty, real property taxes, governmental
    assessments and other outstanding governmental charges shall not be considered delinquent until the date on which interest
    and/or penalties would be payable thereon.	13a	Review
    the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding
    governmental charges due with respect to the Mortgaged Property securing a Mortgage Loan (including, without limitation, water
    and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) as of the Closing
    Date have been paid, and if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute,
    the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge
    and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it
    will be a Test pass.	MS
    Servicer Notices
	13b	Review
    the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding
    governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property
    (excluding any related personal property) were current as of the Closing Date. If such a notation or other indication is found,
    it will be a Test pass.	MS
    Servicer Notices


 






    Exhibit QQ-12 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	14.   
    Condemnation.  As of the date of origination and to the Seller’s knowledge as of the Closing
    Date, there is no proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property that would
    have a material adverse effect on the use or operation of the Mortgaged Property.	14	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
    condemnation of such Mortgaged Property as of the origination date, or for a notation or other indication that the Mortgage
    Loan Seller had knowledge as of the Closing Date of any such proceeding. If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	15.   
    Actions Concerning Mortgage Loan.  As of the date of origination and to the Seller’s knowledge
    as of the Closing Date, there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental
    investigation involving any Mortgagor, guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected
    to materially and adversely affect (a) title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage,
    (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform
    under the related guaranty, (e) the use, operation or value of the Mortgaged Property, (f) the principal benefit of the security
    intended to be provided by the Mortgage Loan Documents, (g) the current ability of the Mortgaged Property to generate net
    cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.	15a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending,
    filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgaged Property that existed on the origination date, and review the Diligence File and the MS Servicer Notices to determine
    if the Mortgage Loan Seller’s had knowledge of same as of the Closing Date. If such an indication is not found with
    respect to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices; Diligence File
	15b	Based
    on the MS Servicer Notices, determine if an adverse outcome of any such  pending, filed or threatened action, suit
    or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would adversely
    affect the matters set forth in clauses (a)-(h) of representation and warranty 15. If any such adverse outcome would not adversely
    affect the matters set forth in clauses (a)-(h) of representation and warranty 15, it will be a Test pass.	MS
    Servicer Notices
	16.   
    Escrow Deposits.  All escrow deposits and payments required pursuant to each Mortgage Loan (including
    capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Seller or
    its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and
    all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan Documents are being
    conveyed by the Seller to depositor or its servicer and identified as such with appropriate detail. Any and all requirements
    under the Mortgage Loan as to completion of any material improvements and as 	16a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required pursuant to the Mortgage
    Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a
    Test pass.	MS
    Servicer Notices
	16b	Review
    the Servicing File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage
    Loan have been conveyed to the depositor or its servicer. If so determined, it will be a Test pass.	Servicing
    File; MS Servicer Notices


 






    Exhibit QQ-13 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	to
    disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before Closing
    Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release
    was consistent with proper and prudent commercial mortgage servicing practices or such released funds were otherwise used
    for their intended purpose. No other escrow amounts have been released except in accordance with the terms and conditions
    of the related Mortgage Loan Documents.	16c	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that the requirements under the Mortgage
    Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose on or before
    the Closing Date have not been complied with in all material respects. If such a notation or other indication is not found,
    it will be a Test pass. 	Servicing
    File; MS Servicer Notices
	16d	Review
    the Servicing File and the MS Servicer Notices to determine if an escrow release has been made that was not in accordance
    with the terms of the Mortgage Loan Documents.  If not so determined, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	17.   
    No Holdbacks.  The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has
    been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases
    where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
    pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with
    respect to the related Mortgaged Property). 	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender. If so determined, it
    will be a Test pass.  	Mortgage
    Loan Documents 
	18.   
    Insurance.  Each related Mortgaged Property is, and is required pursuant to the related Mortgage to
    be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special
    cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting
    the requirements of the related Mortgage Loan Documents and having a claims-paying or financial strength rating of at least
    “A-:VIII” (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage
    Loan with a principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from
    Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively
    the “Insurance Rating Requirements”), in an amount not less than the lesser of (1) the original principal
    balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture,
    furnishings, fixtures and equipment owned by the 	18a	Review
    the insurance consultant report to determine if it shows that the Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents
    and the Insurance Rating Requirements, in an amount not less than the lesser of (1) the original principal balance of any
    Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures
    and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
    but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation
    of any coinsurance provisions with respect to the 	Insurance
    Consultant Report


 






    Exhibit QQ-14 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	mortgagor
        and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than
        the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions
        with respect to the related Mortgaged Property.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan Documents,
        by business interruption or rental loss insurance which (i) covers a period beginning on the date of loss and continuing
        until the earlier to occur of restoration of the Mortgaged Property or the expiration of 12 months (or with respect to
        each Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a Mortgage Loan with a principal
        balance of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual
        loss sustained (or in certain cases, an amount sufficient to cover the period set forth in (i) above) during restoration.

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such
        additional excess flood coverage in an amount as-is generally required by the Seller originating Mortgage Loans for securitization.

         

        If
        windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage
        insurance policy, the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting
        the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the Improvements
        and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property by an insurer meeting
        the Insurance Rating Requirements.

         

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial
        general liability insurance policy issued by an insurer meeting the

         
	 	Mortgaged
    Property. If so determined, it will be a Test pass.	 
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that (i) covers a period
    beginning on the date of loss and continuing until the earlier to occur of restoration of the Mortgaged Property or the expiration
    of 12 months (or with respect to a Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a Mortgage
    Loan with a principal balance of $50 million or more contains a 180-day “extended period of indemnity”; and (iii)
    covers the actual loss sustained (or in certain cases, an amount sufficient to cover the period set forth in clause (i) above)
    during restoration. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	18d	Review
    the Mortgage Loan Documents to determine if any material part of the improvements, exclusive of a parking lot, located on
    a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having
    special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National
    Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage
    Loan Seller originating Mortgage Loans for securitization. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18e	Review
    the insurance consultant report to determine if windstorm and/or windstorm related perils and/or “named storms”
    are excluded from coverage. If so, review Diligence File to determine if the property is covered by a windstorm insurance
    policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from
    the primary property damage insurance policy, which policy is issued by an insurer meeting the Insurance Rating Requirements
    or endorsement covering 	Insurance
    Consultant Report; Diligence File


 






    Exhibit QQ-15 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	Insurance
        Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including
        bodily injury and death) in amounts as are generally required by the Seller for loans originated for securitization, and
        in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such
        instance, the PML or equivalent was based on a 475-year return period, an exposure period of 50 years and a 10% probability
        of exceedance. If the resulting report concluded that the PML or equivalent would exceed 20% of the amount of the replacement
        costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML or the equivalent.

         

        The
        Mortgage Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair
        or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of
        the then-outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the
        right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
        principal balance of such Mortgage Loan together with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
        and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under
        a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
        Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s
        failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge
        such Mortgagor for related premiums. All such insurance policies

         
	 	damage
    from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal to 100% of the full insurable
    value on a replacement cost basis of the Improvements and personalty and fixtures owned by the mortgagor and included in the
    related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each
    part of this Test, it will be a Test pass.	 
	18f	Review
    the insurance consultant report dated before the Cut-off Date to determine if it covers the property and is issued by an insurer
    meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal
    injury (including bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller for loans originated
    for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined,
    it will be a Test pass. 	Insurance
    Consultant Report
	18g	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If such indication
    is found, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant,
    for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a 475-year return
    period, an exposure period of 50 years and a 10% probability of exceedance.  If so determined, it will be a Test
    pass.	Property
    condition assessment; Seismic engineering study
	18h	Review
    the most recent seismic engineering study or Insurance Consultant Report to determine if the PML or equivalent would exceed
    20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on
    such Mortgaged Property was obtained.  If so determined, determine if the insurer is rated at least “A:VIII”
    by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
    by Standard & Poor’s Ratings Services. The insurance amount should be not less than 100% of the PML or the equivalent.  If
    so determined, the ratings are adequate, 	Seismic
    engineering study; Insurance Consultant Report


 






    Exhibit QQ-16 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	(other
    than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation
    arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation
    (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment
    of a premium and no such notice has been received by the Seller.	 	and
    the insurance amount is not less than 100% of the PML or the equivalent, it will be a Test pass.	 
	18i	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either
    (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in
    excess of 5% of the then-outstanding principal amount of the  Mortgage Loan, the lender (or a trustee appointed
    by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment
    of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18j	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums were not current as of the Cut-off Date.
    If no such a notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	18k	Review
    the insurance consultant report  to determine if the insurance policies name the lender under any Mortgage Loan
    and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
    insurance policy, as named or additional insured. If so determined, it will be a Test pass. 	Insurance
    Consultant Report
	18l	Review
    the insurance consultant report to determine if the insurance will inure to the benefit of the trustee. If so determined,
    it will be a Test pass.	Insurance
    Consultant Report
	18m	Review
    the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18n	Review
    the insurance consultant report to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of 	Insurance
    Consultant Report


 






    Exhibit QQ-17 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	termination
    or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination
    or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason
    other than non-payment of a premium.  If so determined, it will be a Test pass.	 
	 	18o	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 18n may have been received by
    the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	19.   
    Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a
    public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way
    permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private
    water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged
    Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the
    Mortgaged Property or is subject to an endorsement under the related  Title Policy insuring the Mortgaged Property,
    or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots,
    in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel
    of which the Mortgaged Property is a part until the separate tax lots are created.	19a	Review
    the zoning report to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal
    access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
    a public road. If so determined, it will be a Test pass.	Zoning
    report
	19b	Review
    the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private
    water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged
    Property.  If so determined, it will be a Test pass.	Zoning
    report
	19c	Review
    the Title Policy to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any
    property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated  Title
    Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority
    for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to
    pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If
    so determined, it will be a Test pass.	Title
    Policy
	20.   
    No Encroachments.  To the Seller’s knowledge and based solely on 	20a	Review
    the survey and Title Policy to determine if all 	Survey;
    Title Policy


 






    Exhibit QQ-18 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	surveys
    obtained in connection with origination and the lender’s  Title Policy (or, if such policy is not yet issued,
    a pro forma  Title Policy, a preliminary  Title Policy with escrow instructions or a “marked up”
    commitment) obtained in connection with the origination of each Mortgage Loan, (a) all material improvements that were included
    for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such
    Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and
    adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the  Title
    Policy, (b) no improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that
    do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions
    of the  Title Policy and (c) no improvements encroach upon any easements except for encroachments the removal of
    which would not materially and adversely affect the value or current use of such Mortgaged Property or are insured by applicable
    provisions of the  Title Policy.	 	material
    improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of
    the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that
    do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions
    of the most recently dated Title Policy. If so determined, it will be a Test pass.	 
	20b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured
    by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	20c	Review
    the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of such
    encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured
    by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass. 	Survey;
    Title Policy
	21.   
    No Contingent Interest or Equity Participation.  No Mortgage Loan has a shared appreciation feature,
    any other contingent interest feature or a negative amortization feature or an equity participation by the Seller.	21	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest provisions, any negative
    amortization feature, or an equity participation provision. If no such provision or feature found with respect to each part
    of this Test, it will be a Test pass.	Mortgage
    Loan Documents 
	22.   
    REMIC.  The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
    of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain
    defective Mortgage Loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related
    Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan  and (B)  either
    (a) such Mortgage Loan or Whole Loan is secured by an interest in real property (including buildings and structural components
    thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan 	22a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed
    the stated principal amount of the Mortgage Note. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Note
	22b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan or Whole Loan is secured
    by an interest in real property (including buildings and structural components thereof, but excluding personal property) having
    a fair market value (i) at the date 	Appraisal;
    Mortgage Loan Documents


 






    Exhibit QQ-19 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	or
    Whole Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan or Whole Loan on such date
    or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan or Whole Loan on such date,
    provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (1) the amount
    of any lien on the real property interest that is senior to the Mortgage Loan and (2) a proportionate amount of any lien that
    is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire,
    improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature
    or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage
    Loan or Whole Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
    such Mortgage Loan or Whole Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date
    of the last such modification for the date the Mortgage Loan or Whole Loan was originated) or sub-clause (B)(a)(ii), including
    the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan or Whole Loan constitute
    “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-(b)(2). All terms used
    in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	such
    Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan or Whole
    Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage
    Loan or Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real
    property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such
    Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all
    of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only
    security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning
    of Treasury Regulations Section 1.860G-2(a)(1)(ii))..  If so determined, it will be a Test pass.	 
	22c	Review
    the MS Servicer Notices for an indication or other notation that the Loan was modified prior to the Closing Date, and if so,  if
    the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as
    a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either
    sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification
    for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty
    22, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found,
    it will be a Test pass.	MS
    Servicer Notices
	22d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the prepayment premium
    and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	23.   
    Compliance. The terms of the Mortgage Loan Documents evidencing such Mortgage Loan, comply in all material respects
    with all 	23a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the 	MS
    Servicer Notices


 






    Exhibit QQ-20 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	applicable
    local, state and federal laws and regulations, and the Seller has complied with all material requirements pertaining to the
    origination of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any
    federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan.	 	terms
    of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
    or other indication is not found, it will be a Test pass.	 
	23b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements
    of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will
    be a Test pass.	MS
    Servicer Notices
	23c	Review
    the Loan Agreement to determine if it provides that the Mortgage Loan complied with usury laws. If so determined, it will
    be a Test pass.	Loan
    Agreement
	24.   
    Authorized to do Business. To the extent required under applicable law, as of the Closing Date or as of the
    date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business
    in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
    and adversely affect the enforceability of such Mortgage Loan.	24	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage
    Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact
    or do business in the jurisdiction in which each Mortgaged Property is located. If such a notation or other indication is
    found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such
    Mortgage Loan. If so determined, it will be a Test pass.	MS
    Servicer Notices
	25.   
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified
    under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance
    with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related
    mortgagee, and except in connection with a trustee’s sale after a default by the related Mortgagor or in connection
    with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are
    payable to such trustee except for reasonable fees paid by the Mortgagor.	25a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
    Mortgagor or in connection with any full or partial release of the Mortgaged Property or related security for such Mortgage
    Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor. If so determined, it will be a
    Test pass.	Mortgage
    Loan Documents
	26.   
    Local Law Compliance. To the Seller’s knowledge, based solely upon any of a letter from any governmental
    authorities, a legal opinion, an 	26a	Review
    the zoning report to determine if the improvements located on or forming part of each Mortgaged Property 	Zoning
    report


 






    Exhibit QQ-21 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	architect’s
    letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation
    of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily Mortgage
    Loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage
    Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively
    “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute
    a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or
    structure which does not materially and adversely affect the use or operation of such Mortgaged Property. In the event of
    casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use
    of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained
    for the Mortgaged Property in amounts customarily required by the Seller for loans originated for securitization that provides
    coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations, (c) the inability to restore
    the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and
    adversely affect the use or operation of such Mortgaged Property, or (d) title insurance coverage has been obtained for such
    nonconformity.	 	securing
    a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation
    of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	 
	26b	Review
    the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
    which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will
    be a Test pass.	Zoning
    report
	26c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property
    may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26d	If
    the zoning report indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the insurance
    consultant report to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage
    for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the
    Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning
    report; Insurance Consultant Report
	27.    
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan Documents that it shall keep all material
    licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the
    Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon any of a letter from any government
    authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the
    Seller for similar commercial and multifamily Mortgage Loans intended for securitization; all such material licenses, permits,
    franchises, certificates of occupancy, consents, and other approvals are in effect or the failure to obtain or maintain such
    material licenses, permits, franchises or certificates of occupancy does not materially 	27a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises,
    certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force
    and effect. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan Seller
    had knowledge that any licenses, permits, franchises, certificates of occupancy, consents, or other approvals necessary for
    the operation of the Mortgaged 	Mortgage
    Loan Documents; MS Servicer Notices


 






    Exhibit QQ-22 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	and
    adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination
    of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor
    to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor
    and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.	 	Property
    are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of
    occupancy could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated
    as of the date of origination. If such a notation or other indication is not found, it will be a Test pass.	 
	27c	Review
    the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction in which
    the Mortgaged Property is located, and in compliance in all material respects with all regulations, zoning and building laws.
    If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.    
    Recourse Obligations. The Mortgage Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a)
    becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the
    Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that
    are not de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation
    pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in
    by, the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy
    filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or equity interests in Mortgagor
    made in violation of the Mortgage Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor
    and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with
    the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and
    damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or condemnation
    awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon foreclosure or
    action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default);
    (ii) the Mortgagor’s fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor;
    (iv) breaches of the environmental covenants 	28a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the
    events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
    in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 28.
    If so determined, it will be a Test pass.	Mortgage
    Loan Documents


 






    Exhibit QQ-23 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	in
    the Mortgage Loan Documents; or (v) commission of material physical waste at the Mortgaged Property, which may, with respect
    to this clause (v), in certain instances, be limited to acts or omissions of the related Mortgagor, guarantor, property manager
    or their affiliates, employees or agents.	 	 	 
	29.   
        Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan Documents do not provide for
        release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release,
        accompanied by principal repayment of not less than a specified percentage at least equal to 115% of the related allocated
        loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance
        defined in paragraph (34) below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property
        which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded
        any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical
        access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation.
        With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i)
        would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury
        Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified
        mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance
        with the related Mortgage Loan Documents, condition such release of collateral on the related Mortgagor’s delivery
        of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding
        clause (x), for any Mortgage Loan originated after December 6, 2010, if the fair market value of the real property constituting
        such Mortgaged Property after the release (reduced for any lien senior to, and any lien in parity with, the lien of the
        Mortgage Loan) is not equal to at least 80% of the principal balance of the Mortgage Loan or Whole Loan outstanding after
        the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by
        the REMIC provisions.

         

        In
        the case of any Mortgage Loan originated after December 6, 2010,

         
	29a	Review
    the Mortgage Loan Documents to determine if the only conditions under which a property may be released during the life of
    the loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 29. If so determined,
    it will be a Test pass.   	Mortgage
    Loan Documents
	29b	Review
    the Mortgage Loan Documents to determine if any partial release described in clauses (a) or (d) of the first sentence of representation
    and warranty 29 (i) for Mortgage Loans originated on or before December 6, 2010, is pursuant to a unilateral option of the
    Mortgagor within the meaning of Treasury Regulations Section 1.1001-3 or (ii) for Mortgage Loans originated after December
    6, 2010, is prohibited if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of
    the Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing
    such Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so
    determined, it will be a Test pass.	Mortgage
    Loan Documents
	29c	Review
    the Mortgage Loan Documents to determine if there are provisions that provide that, for any Mortgage Loan originated after
    December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision
    or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal
    balance of the Mortgage Loan or Whole Loan in an amount not less than the amount required by the REMIC Provisions and, to
    such extent, may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
    if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into
    account the planned restoration) the fair market value of the real property 	Mortgage
    Loan Documents


 






    Exhibit QQ-24 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	in
        the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof,
        whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage
        Loan or Whole Loan in an amount not less than the amount required by the REMIC provisions and, to such extent, such amount
        may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately
        after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the
        planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced
        for any lien senior to, and any lien in parity with, the lien of the Mortgage Loan) is not equal to at least 80% of the
        remaining principal balance of the Mortgage Loan or Whole Loan.

         

        In
the case of any Mortgage Loan originated after December 6, 2010, no such Mortgage Loan that is secured by more than one Mortgaged
Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related
Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value
ratio and other requirements of the REMIC provisions.
	 	constituting
    the remaining Mortgaged Property (reduced for any lien senior to, and any lien in parity with, the lien of the Mortgage Loan)
    is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan. If so determined, it will
    be a Test pass.	 
	29d	Review
    the Mortgage Loan Documents to determine if, for any Mortgage Loan originated after December 6, 2010 and is secured by more
    than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan, the Mortgage Loan does not permit
    the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial
    condemnation, if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the Mortgage
    Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such Mortgage
    Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it
    will be a Test pass.	Mortgage
    Loan Documents
	30.   
    Financial Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the
    Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than
    for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent
    and annual financial statements, which annual financial statements (i) with respect to each Mortgage Loan with more than one
    Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together
    with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet
    and statement of income for the Mortgaged Properties on a combined basis and (ii) for each Mortgage Loan with an original
    principal balance greater than $50 million shall be audited by an independent certified public accountant upon the request
    of the owner or holder of the Mortgage.	30a	Review
    the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) and annual operating statements. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of
    the in-place base rent. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	30c	Review
    the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the Mortgage Loan, and if  so
    determined, review to determine if the  annual financial statements for each are required to be in the form of an
    annual combined balance sheet of the Mortgagor 	Mortgage
    Loan Documents


 






    Exhibit QQ-25 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	entities
    (and no other entities), together with the related combined statements of operations, members’ capital and cash flows,
    including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis. If so determined
    with respect to each part of this Test, it will be a Test pass.	 
	30d	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $50 million, and if so, review
    the Mortgage Loan Documents to determine if the annual financial statements are required to be audited by an independent certified
    public accountant upon the request of the owner or holder of the Mortgage. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	31.   
        Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form
        all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements)
        do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the
        Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization
        Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it
        is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk
        insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did
        not, as of the date of origination of the Mortgage Loan, and, to the Seller’s knowledge, do not, as of the Cut-off
        Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is
        covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan Documents
        do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or
        damages related thereto, except to the extent that any right to require such coverage may be limited by availability on
        commercially reasonable terms.

         
	31a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million.  If so
    determined, review the related special-form all-risk insurance policy and business interruption policy (issued by an insurer
    meeting the Insurance Rating Requirements) to determine if they do not specifically exclude acts of terrorism from coverage,
    or if they do, there exists in the Diligence File a separate terrorism insurance policy related to the Mortgaged Property.  If
    so determined, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policies; Diligence File
	31b	Review
    the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination.  If
    so, review the related special all-risk insurance policy and business interruption policy to determine if they do not, as
    of the date of origination of the Mortgage Loan, specifically exclude acts of terrorism, from coverage, or if such coverage
    is excluded, it is covered by a separate terrorism insurance policy. If so determined with respect to each part of this Test,
    it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policy
	31c	Review
    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption
    policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property
    was not covered by a 	Mortgage
    Loan Documents; Insurance Policy


 






    Exhibit QQ-26 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	separate
    terrorism insurance policy. If not so determined, it will be a Test pass	 
	31d	Review
    the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee from requiring coverage for acts
    of terrorism, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability
    on commercially reasonable terms. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	32.   
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale”
    or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without
    the consent of the holder of the Mortgage and/or complying with the requirements of the related Mortgage Loan Documents (which
    provide for transfers without the consent of the lender which are customarily acceptable to the Seller lending on the security
    of property comparable to the related Mortgaged Property, such as transfers of worn-out or obsolete furnishings, fixtures,
    or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in
    accordance with the Mortgage Loan Documents), (a) the related Mortgaged Property, or any controlling equity interest in the
    related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate
    planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related
    Mortgage Loan Documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder
    of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan Documents or a Person
    satisfying specific criteria identified in the related Mortgage Loan Documents, (v) transfers of common stock in publicly
    traded companies, (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 in this Exhibit
    B, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted
    mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the
    related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed
    at origination and is permitted under the related Mortgage Loan Documents, (ii) purchase money security interests (iii) any
    	32a	Review
    the Mortgage Loan Documents to determine if there are “due-on-sale” or other such provisions for the acceleration
    of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence
    of representation and warranty 32. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Documents to determine if there are provisions that require that if Rating Agency fees are incurred in connection
    with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all
    other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If so determined, it
    will be a Test pass.	Mortgage
    Loan Documents


 






    Exhibit QQ-27 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan or (iv) Permitted Encumbrances. The Mortgage
    or other Mortgage Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    fees and expenses incurred by the mortgagee relative to such transfer or encumbrance.	 	 	 
	33.   
    Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least
    as long as the Mortgage Loan is outstanding. Both the Mortgage Loan Documents and the organizational documents of the Mortgagor
    with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose
    Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding
    non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other
    than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $5 million
    or less, its organizational documents or the related Mortgage Loan Documents) provide substantially to the effect that it
    was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the
    Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose
    organizational documents further provide, or which entity represented in the related Mortgage Loan Documents, substantially
    to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged
    Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage
    Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other
    than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and
    that it holds itself out as a legal entity, separate and apart from any other person or entity.	33a	Review
    the Mortgage Loan Documents to determine if they require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 33) for at least as long as any Mortgage Loan is outstanding. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	33b	Examine
    the Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had
    a Cut-off Date Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s organizational
    documents to determine if they require that the Mortgagor is a Single Purpose Entity. If so determined, it will be a Test
    pass.	Mortgage
    Loan Documents; Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational documents
	33c	Review
    the Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect to Mortgage Loans with a Cut-off
    Date Balance of $20 million, review the Mortgagor’s Counsel Opinion for an opinion regarding non-consolidation of the
    Mortgagor. If such an opinion is found, it will be a Test pass.	 Mortgage
    Loan Purchase Agreement; PSA; Mortgagor’s Counsel Opinion
	34.   
    Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan Documents, can be defeased
    (a “Defeasance”), (i) the Mortgage Loan Documents provide for defeasance as a unilateral right of the Mortgagor,
    subject to satisfaction of conditions specified 	34	Review
    the Mortgage Loan Documents to determine if there are provisions allowing  the Mortgage Loan to be defeased, and
    if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of the 	Mortgage
    Loan Documents


 






    Exhibit QQ-28 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	in
    the Mortgage Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the
    Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations
    Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled
    payments under the Mortgage Loan when due, including the entire remaining principal balance on (A) the maturity date or (B)
    on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty,
    and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from
    the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified
    percentage at least equal to 115% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral
    is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification
    from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the
    Mortgage Note as set forth in (iii) above; (vi) if the Mortgagor would continue to own assets in addition to the defeasance
    collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee
    may require such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel
    that the trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the
    Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition
    precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited
    to, accountant’s fees and opinions of counsel.	 	representation
    and warranty. If so determined, it will be a Test pass.	 
	35.   
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining
    term of such Mortgage Loan.	35	Review
    the Mortgage Note or Loan Agreement to determine if there are provisions requiring that the loan has a fixed interest rate
    that remains fixed throughout the term of such Mortgage Loan, except in situations where default interest is imposed. If so
    determined, it will be a Test pass.	Mortgage
    Note; Loan Agreement
	36.   
    Ground Leases. For purposes of this agreement, a “Ground Lease” shall mean a leasehold estate
    in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire 	36a	Review
the appraisal to determine if the Loan is secured by a Ground Lease (as defined in representation and warranty 36). If so, review
the Title Policy and Mortgage Loan
	Appraisal;
    Mortgage Loan Documents


 






    Exhibit QQ-29 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	interest
        in the land and buildings and other improvements, if any, to the ground lessee (who may, in certain circumstances, own
        the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate in whole or in part, and
        the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based
        upon the terms of the ground lease and any estoppel or other agreement received from the ground lessor in favor of the
        Seller, its successors and assigns:

         

        (A)  The
        ground lease or a memorandum regarding such ground lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect
        the security provided by the related Mortgage. To the Seller’s knowledge, no material change in the terms of the
        ground lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage
        File;

         

        (B)  The
        lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease)
        that the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender
        and that any such action without such consent is not binding on the lender, its successors or assigns;

         

        (C)  The
        ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes
        by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         
	 	Documents to determine if the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If so determined, it will be a Test pass.

                                                                                 
	 
	36b	Review
    the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum has been recorded or submitted
    for recordation. If so determined, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	36c	Review
    the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground lessor) to determine if the interest
    of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such
    lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If so determined,
    it will be a Test pass.	Ground
    Lease; Ground lessor’s estoppel
	36d	Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, there
        was any material change in the terms of any Ground Lease since its recordation. If such a notation or other indication
        is not found, it will be a Test pass.

         

        If
        such a notation or other indication is found, review the Mortgage File to determine if the modification agreement or instrument
        is in the Mortgage File. If so determined, it will be a Test pass.

        
	MS
    Servicer Notices; Mortgage File
	36e	Review
    the Ground Lease and Ground lessor’s estoppel to determine if the lessor has agreed that the Ground Lease may not be
    amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without
    such consent is not binding on the lender, its successors or assigns. If so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36f	Review
    the Ground Lease to determine if it has an original term (or an original term plus one or more optional renewal 	Ground
    Lease; Estoppel


 






    Exhibit QQ-30 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	(D)  The
        ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the
        Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances;

         

        (E)  The
        ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease
        is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder,
        and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and
        assigns without the consent of the lessor;

         

        (F)  The
        Seller has not received any written notice of default under or notice of termination of such ground lease. To the Seller’s
        knowledge, there is no default under such ground lease and no condition that, but for the passage of time or giving of
        notice, would result in a default under the terms of such ground lease. Such ground lease is in full force and effect
        as of the Closing Date;

         

        (G)  The
        ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, provides that no notice of default or termination is effective unless such notice is given to the
        lender, and requires that the ground lessor will supply an estoppel;

         

        (H)  A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the ground lease through legal proceedings) to cure any default under the ground lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the ground lease;

         

        (I)
           The ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the
        Seller in connection with loans originated for securitization;

         

        (J)   Under
        the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related

         
	 	terms,
    which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends
    not less than 20 years beyond the stated maturity of the  Mortgage Loan, or 10 years past the stated maturity if
    such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360
    basis, substantially amortizes). If so determined, it will be a Test pass.	 
	36g	Review
    the Title Policy to determine if the Ground Lease is not subject to any interests, estates, liens or encumbrances superior
    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances.  If
    so determined, it will be a Test pass.	Title
    Policy
	36h	Review
the Ground Lease and any estoppel (or other agreement of the ground lessor) to determine if the Ground Lease does not place restrictions
on the identity of the Mortgagee, as determined by the Asset Representations Reviewer. If so determined, it will be a Test pass.

                                                                                                                          

                                                                                                                          
	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36i	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the Ground Lease is assignable to the
    holder of any Mortgage Loan and its successors and assigns without the consent of the lessor, and in the event of such assignment,
    it is further assignable by the holder of any Mortgage Loan and its successors and assigns without the consent of the lessor.
    If so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36j	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller has received
    any written notice of default under or notice of termination of such Ground Lease. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices


 






    Exhibit QQ-31 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	         Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be
        applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
        proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee
        appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment
        of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

         

        (K)  In
        the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest; and

         

        (L)  Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the ground lease for any reason, including rejection of the ground lease in
        a bankruptcy proceeding.

         
	36k	Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had
        knowledge as of the Closing Date that there was a default under such Ground Lease or there existed any condition that,
        but for the passage of time or giving notice, would result in a default under the terms of such Ground Lease. If such
        a notation or other indication is not found, it will be a Test pass.

         
	MS
    Servicer Notices
	36l	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Ground Lease was not in full
    force and effect as of the Closing Date. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	36m	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lessor is required to give to the
    lender written notice of any default, and provides that no notice of default or termination is effective unless such notice
    is given to the lender, and requires that the ground lessor will supply an estoppel. If so determined, it will be a Test pass.	Ground
    Lease; Estoppel  (or other agreement of the ground lessor)
	36n	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lender is permitted an opportunity
    (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through
    legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice
    of any default before the lessor may terminate the Ground Lease. If so determined, it will be a Test pass.	Ground
    Lease; estoppel  (or other agreement of the ground lessor)
	36o	Review
    the Ground Lease to determine if it does not impose any unreasonable restrictions on subletting. If so determined, it will
    be a Test pass.	Ground
    Lease
	36p	Review
    the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to 	Ground
    Lease; Estoppel (or other agreement of the 


 






    Exhibit QQ-32 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	determine
    if there are provisions that any related insurance proceeds or the portion of the condemnation award allocable to the ground
    lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K))
    are required to be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so
    long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or
    a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the
    payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If so determined, it
    will be a Test pass.	ground
    lessor); Mortgage Loan Documents
	36q	Review
    the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if, in the
    case of a total or substantial taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the
    related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground
    lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the
    extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of any Mortgage
    Loan, together with any accrued interest. If so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	36r	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the ground lessor has agreed to enter
    into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease
    in a bankruptcy proceeding, provided that the lender cures any defaults which are susceptible to being cured. If so determined,
    it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	37.   
    Servicing. The servicing and collection practices used by the Seller in respect of each Mortgage Loan complied
    in all material respects with all applicable laws and regulations and was in all material respects legal, proper and prudent,
    in accordance with Seller’s customary commercial mortgage servicing practices.	37	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
    collection practices used by the Mortgage Loan Seller in respect of the Mortgage Loan did not comply in all material respects
    with all applicable laws and 	MS
    Servicer Notices


 






    Exhibit QQ-33 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	regulations
    or was not in all material respects legal, proper and prudent, in accordance with Mortgage Loan Seller’s customary commercial
    mortgage servicing practices. If such a notation or other indication is not found, it will be a Test pass.	 
	38.   
    Rent Rolls; Operating Histories. The Seller has obtained a rent roll (each, a “Certified Rent Roll”)
    other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate
    and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan.
    The Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each
    Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material
    respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Certified Operating Histories
    collectively report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the
    Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for
    such shorter period of time, it being understood that for mortgaged properties acquired with the proceeds of a Mortgage Loan,
    Certified Operating Histories may not have been available.	38a	Determine
    that there is one or more Certified Rent Rolls in the Diligence File for all properties other than hospitality properties,
    or, with respect to properties other than hospitality properties, a representation as to the accuracy of the rent roll or
    rent rolls is made by the Mortgagor in the Mortgage Loan Documents.  If there are Certified Rent Rolls, determine
    if they have been certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within
    180 days of the date of origination of any Mortgage Loan. If so determined as to each part of this Test, it will be a Test
    pass.	Diligence
    File; Certified Rent Roll; Mortgage Loan Documents
	38b	Determine
    that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as
    being accurate and complete in all material respects within 180 days of the date of origination of the related Mortgage Loan.  If
    so determined, it will be a Test pass.	Operating
    statements; Mortgage Loan Documents
	38c	For
    any Mortgaged Property not acquired with the proceeds of any Mortgage Loan, review the Certified Operating Histories to determine
    if they report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged
    Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter
    period of time. If so determined, it will be a Test pass.	Operating
    statements
	39.   
    No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving
    effect to any grace or cure period, in making required payments since origination, and as of the Closing Date, no Mortgage
    Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Seller’s knowledge,
    there is (a) no, and since origination there has been no, material default, breach, violation or event of acceleration 	39a	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that (i) the Mortgage Loan has been more
    than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination, and (ii)
    the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date. If such a notation or
    other indication is not 	Servicing
    File; MS Servicer Notices


 






    Exhibit QQ-34 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	existing
    under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage
    of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation
    or event of acceleration, provided, however, that this representation and warranty does not cover any default, breach, violation
    or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation
    and warranty made by the Seller in Exhibit C to this Agreement. No person other than the holder of such Mortgage Loan may
    declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan Documents.	 	found,
    it will be a Test pass.	 
	39b	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that (a) as of the Closing Date or since
    origination (i) there was a material default, breach, violation or event of acceleration existing under the related Mortgage
    Loan or (b) as of the Closing Date, there was an event (other than payments due but not yet delinquent) which, with the passage
    of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation
    or event of acceleration (it being understood that the Asset Representations Reviewer will not deem as evidence any default,
    breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other
    representation and warranty made by any Mortgage Loan Seller in Exhibit C to the Mortgage Loan Purchase Agreement). If such
    a notation or other indication is not found, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	40.   
    Bankruptcy. In respect of each Mortgage Loan, the related Mortgagor is not a debtor in any bankruptcy, receivership,
    conservatorship, reorganization, insolvency, moratorium or similar proceeding.	40	Review
    the Lexis/Nexis (or comparable) search and MS Servicer Notices for a notation or other indication that the Mortgagor was a
    debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding on the
    Closing Date. If such notation or other indication is not found, it will be a Test pass. 	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	41.   
    Organization of Mortgagor. The Seller has obtained an organizational chart or other description of each Mortgagor
    which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling
    person for such Mortgagor) (the “Controlling Owner”) and all owners that hold a 25% or greater direct ownership
    share (i.e., the “Major Sponsors”). The Seller (1) required questionnaires to be completed by each Controlling
    Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor
    regarding such Controlling Owner’s or guarantor’s prior history for at least 10 years regarding any bankruptcies
    or other insolvencies, any felony convictions, and (2) performed or caused to be performed searches of the public records
    or services such as Lexis/Nexis, or a similar service designed to elicit information about each Controlling Owner, Major Sponsor
    and guarantor regarding such Controlling Owner’s, Major 	41a	Review
    the Diligence File to determine if it includes an organizational chart or other description of each Mortgagor in the Diligence
    File which purports to identify all Controlling Owners and Major Sponsors. If so determined, it will be a Test pass.	Diligence
    File; Organization Chart
	41b	Review
    the Diligence File to determine if the Sponsor Diligence is included. If so determined, it will be a Test pass.	Diligence
    File


 






    Exhibit QQ-35 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	Sponsor’s
    or guarantor’s prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions,
    and provided, however, that records searches were limited to the last 10 years. (clauses (1) and (2) collectively, the “Sponsor
    Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Seller, no Major Sponsor or guarantor
    (i) was in a state of federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state of federal
    bankruptcy or insolvency, or (iii) had been convicted of a felony.	 	 	 
	42.   
    Environmental Conditions. At origination, each Mortgagor represented and warranted that to its knowledge no
    hazardous materials or any other substances or materials which are included under or regulated by environmental laws are located
    on, or have been handled, manufactured, generated, stored, processed, or disposed of on or released or discharged from the
    Mortgaged Property, except as disclosed by a Phase I environmental assessment (or a Phase II environmental assessment, if
    applicable) delivered in connection with the origination of the Mortgage Loan or except for those substances commonly used
    in the operation and maintenance of properties of kind and nature similar to those of the Mortgaged Property in compliance
    with all environmental laws and in a manner that does not result in contamination of the Mortgaged Property. A Phase I environmental
    site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans,
    a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by
    a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date
    (or an update of a previous ESA was prepared), and such ESA (i) did not reveal any known circumstance or condition that rendered
    the Mortgaged Property at the date of the ESA in material noncompliance with applicable environmental laws or the existence
    of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental
    Condition”) or the need for further investigation, or (ii) if any material noncompliance with environmental laws
    or the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least
    one of the following statements is true: (A) 125% of the funds reasonably estimated by a reputable environmental consultant
    to be sufficient to cover the estimated cost to cure any material noncompliance with 	42a	Review
    the Mortgage Loan Documents to determine if they include a representation and warranty by the Mortgagor described in the first
    sentence of representation and warranty 43. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	42b	Review
        the Diligence File to determine if an ESA is included. If so determined, review the ESA to determine that the ESA was
        conducted in connection with the Mortgage Loan within 12 months prior to its origination date, and to confirm that the
        ESA on its face (i) did not reveal any known circumstance or condition that rendered the Mortgaged Property at the date
        of the ESA in material noncompliance with applicable environmental laws or the existence of recognized environmental conditions
        or the need for further investigation, or (ii) if any material noncompliance with environmental laws or the existence
        of an Environmental Condition (as defined in representation and warranty 42) or need for further investigation was indicated
        in any such ESA, then the following procedures will be performed: (42b-1 through 42b-5)

         

        1.
        Review escrow statements in the Diligence File used to determine if 125% of the funds reasonably estimated by a reputable
        environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable
        environmental laws or the Environmental Condition has been escrowed by the Mortgagor and is held by the lender.

         

        2.
If the determination in subpart 1 cannot be made and if the only Environmental Condition relates to the presence of
	Diligence
    File;  ESA; Escrow statements; Operations or maintenance plan; No further action letter; Closure letter; Environmental
    policy or lender’s pollution legal liability policy


 






    Exhibit QQ-36 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	applicable
        environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held by the related
        lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor
        air, lead based paint, or lead in drinking water, and the only recommended action in the ESA is the institution of such
        a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably
        be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report
        was remediated or abated in all material respects prior to the Cut-off Date, and, as appropriate, a no further action
        or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting
        the related Mortgaged Property was otherwise listed by such governmental authority as administratively “closed”
        or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy
        or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability
        for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by
        Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a
        party not related to the Mortgagor with assets reasonably estimated to be adequate to effect all necessary remediation
        was identified as the responsible party for such condition or circumstance; or (F) a party related to the Mortgagor with
        assets reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible party
        for such condition or circumstance is required to take action. The ESA will be part of the Servicing File; and to the
        Seller’s knowledge, except as set forth in the ESA, there is no (i) known circumstance or condition that rendered
        the Mortgaged Property in material noncompliance with applicable environmental laws, (ii) Environmental Conditions (as
        such term is defined in ASTM E1527-05 or its successor), or (iii) need for further investigation.

         

        In
        the case of each Mortgage Loan set forth on Schedule I to this Agreement, (i) such Mortgage Loan is the subject of an
        environmental insurance policy, issued by the issuer set forth on Schedule I (the “Policy Issuer”)
        and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of the Cut-off
        Date the Environmental Insurance Policy is in full force and effect, there is no

         
	 	asbestos-containing
        materials, radon in indoor air, lead based paint, or lead in drinking water, and the only recommended action in the ESA
        is the institution of an operations or maintenance plan, review the Diligence File to determine if there exists an operations
        or maintenance plan regarding such Environmental Condition. If so determined, confirm that the plan on its face appears
        to be expected to mitigate the identified risk.

         

        3.
        If the determination in subpart 1 cannot be made and the determination in subpart 2 cannot be made or such subpart is
        not applicable, review the Diligence File to determine if any Environmental Condition identified was remediated or abated
        in all material respects prior to the Cut-off Date, or that a no further action or closure letter was obtained from the
        applicable governmental regulatory authority (or to determine if the environmental issue affecting the Mortgaged Property
        was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental
        consultant has concluded that no further action is required).

         

        4.
        If the determinations in subparts 1 and 3 cannot be made and the determination in subpart 2 cannot be made or such subpart
        is not applicable, review the Diligence File to determine if there exists an environmental policy or a lender’s
        pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified
        circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
        Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.

         

        5.
        If the determinations in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such
        subpart is not applicable, review the Diligence File to determine if a party with assets reasonably estimated to be adequate
        to effect all necessary remediation was identified as the responsible party for such condition or circumstance.

         

        If
the matters set forth in any of subparts 1 through 5 above
	 


 






    Exhibit QQ-37 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	deductible
    and the trustee is a named insured under such policy, (iii)(a) a property condition or engineering report was prepared, if
    the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”)
    and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and
    lead-based paint (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP,
    ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was
    required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish
    with the mortgagee a reserve in an amount deemed to be sufficient by the Seller, for the remediation of the problem, and/or
    (B) agreed in the Mortgage Loan Documents to establish an operations and maintenance plan after the closing of the Mortgage
    Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition,
    (iv) on the effective date of the Environmental Insurance Policy, the Seller as originator had no knowledge of any material
    and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM
    or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b)
    a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy
    Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s
    term and the term of such policy extends at least five years beyond the maturity of the Mortgage Loan.	 	can
    be made, it will be a Test pass.	 
	 	 	 
	42c	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge
    as of the Closing Date of (a) a known circumstance or condition, not set forth in the ESA, that rendered the Mortgaged Property
    in material noncompliance with applicable environmental laws, and (b) any Environmental Condition (as such term is defined
    in ASTM E1527-05 or its successor) not set forth in the ESA or (c) there is a need for further investigation not set forth
    in the ESA. The Asset Representations Reviewer will obtain the ESA from the Diligence File and review for disclosure of the
    known circumstances or conditions. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices; ESA
	42d	Review
    Schedule I to the Mortgage Loan Purchase Agreement, if the Mortgage Loan is listed on Schedule I, also review the Diligence
    File to determine if the Mortgage Loan is the subject of an Environmental Insurance Policy. If so, review such Environmental
    Insurance Policy to determine if it was issued by a Policy Issuer identified on Schedule I to the Mortgage Loan Purchase Agreement.
    If so determined, it will be a Test pass.	Schedule
    I to Mortgage Loan Purchase Agreement; Diligence File; Environmental Insurance Policy
	42e	Review
    the Environmental Insurance Policy to determine if the policy was in full force and effect as of the Cut-off Date, there is
    no deductible, and the Trustee is a named insured under such policy. If so determined, it will be a Test pass.	Environmental
    Insurance Policy; Servicing records
	42f	Review
    the Diligence File to determine if there exists a property condition assessment or engineering report.   For
    Mortgaged Properties constructed prior to 1985, review the related report to determine if it addresses asbestos containing
    materials. If so determined with respect to each part of the Test, it will be a Test pass.	Diligence
    File; Property condition assessment; Engineering report
	42g	Review
    the appraisal to determine if the property is a multifamily property. If so, review the Diligence File to 	Appraisal;
    Property condition Assessment; 


 






    Exhibit QQ-38 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	determine
    if there exists a property condition report or engineering report. Review the related report to determine if there is a radon
    gas and lead based paint section in the report. If so determined, it will be a Test pass.  	Engineering report
	42h	Review
    the most recently dated property condition assessment or engineering report for disclosures of the existence of a material
    and adverse environmental condition or circumstance affecting the Mortgaged Property.  If so, determine  if
    the related Mortgagor (A) was required to remediate the identified condition prior to closing any Mortgage Loan or provide
    additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by any Mortgage Loan Seller,
    for the remediation of the problem, and/or (B) agreed in any documents in the Mortgage File to establish an operations and
    maintenance plan after the closing of any Mortgage Loan that should reasonably be expected to mitigate the environmental risk.
    If so determined, it will be a Test pass.	Property
    condition assessment; Engineering report; Remediation agreement; Mortgage Loan Documents
	42i	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, in the case of a Mortgage Loan
    set forth on Schedule I to the Mortgage Loan Purchase Agreement, on the effective date of the Environmental Insurance Policy,
    the Mortgage Loan Seller had knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged
    Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following:
    (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering
    or other report provided to the Policy Issuer. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	42j	Review
    the Environmental Insurance Policy to determine if the premium of any Environmental Insurance Policy has been paid through
    the maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of any
    Mortgage Loan. If so determined, it will be a Test pass.	Environmental
    Insurance Policy; Mortgage Loan Documents


 






    Exhibit QQ-39 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	43.   
    Lease Estoppels. With respect to each Mortgage Loan predominantly secured by a retail, office or industrial
    property leased to a single tenant, the Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior
    to the origination date of the related Mortgage Loan, and to the Seller’s knowledge based solely on the related estoppel
    certificate, the related lease is in full force and effect or if not in full force and effect, the related space was underwritten
    as vacant, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to common
    area maintenance (“CAM”) and pass-through audits and verification of landlord’s compliance with co-tenancy
    provisions. With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property, the Seller
    has received lease estoppels executed within 90 days of the origination date of the related Mortgage Loan that collectively
    account for at least 65% of the in-place base rent for the Mortgaged Property or set of cross-collateralized properties that
    secure a Mortgage Loan that is represented on the Certified Rent Roll. To the Seller’s knowledge, each lease represented
    on the Certified Rent Roll is in full force and effect, subject to customary reservations of tenant’s rights, such as
    with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.	43a	Review
    the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified Rent
    Roll to determine if the property is leased to a single tenant.  If so, review the estoppel to determine if it was
    obtained from such tenant no earlier than 90 days prior to the origination date of the Mortgage Loan. If so determined, it
    will be a Test pass.	Estoppels;
    Certified Rent Roll; Appraisal
	43b	Review
    the estoppel certificate referenced in Test 43a and the asset summary report to determine if (i) the related lease is in full
    force and effect, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to
    CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, or (ii) if there is
    no estoppel certificate, the property was underwritten as vacant. If the matters set forth in clause (i) or (ii) are so determined,
    it will be a Test pass.	Estoppels;
    Diligence File; Asset Summary Report
	43c	Review
    the appraisal to determine if the Mortgage Loan is predominantly secured by a retail, office, or industrial property. If so,
    review the Diligence File to determine if lease estoppels executed within 90 days of the origination date of the Mortgage
    Loan were received that collectively account for at least 65% of the in-place base rent for the Mortgaged Property or set
    of cross-collateralized properties that secure a Mortgage Loan that is represented on the Certified Rent Roll. If so determined
    with respect to each part of this Test, it will be a Test pass.	Appraisal;
    Diligence File
	43d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, and subject
    to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of
    landlord’s compliance with co-tenancy provisions, the Mortgage Loan Seller had knowledge that any lease represented
    on the Certified Rent Roll was not in full force and effect. If such a notation or other indication is not found, it will
    be a Test pass. 	MS
    Servicer Notices; Certified Rent Roll
	44.   
    Appraisal. The Mortgage File contains an appraisal of the related 	44a	Review
    the appraisal to determine if it was dated within 6 	Appraisal


 






    Exhibit QQ-40 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgaged
    Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing
    Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to
    the Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan
    made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.
    Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation.	 	months
    of the Mortgage Loan origination date and with 12 month of the Closing Date. If so determined, it will be a Test pass.	 
	44b	Review
    the appraisal to determine if it was signed by an appraiser represented to be an MAI. If so determined, it will be a Test
    pass.	Appraisal
	44c	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	44d	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser’s
    compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	44e	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional appraisal Practice” as adopted by the appraisal Standards Board of the
    appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	45.    
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage
    Loan Schedule attached as an exhibit to this Agreement is true and correct in all material respects as of the Cut-off Date
    and contains all information required by the PSA to be contained therein.	45a	Review
    the Mortgage Loan Schedule attached as an exhibit to the Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report
    to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a
    Test pass.	 Mortgage
    Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents; PSA; Asset Summary Report
	45b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	46.    
    Cross-Collateralization. No Mortgage Loan is cross-collateralized or 	46	Review
    the Mortgage Loan Documents to determine if the 	Mortgage
    Loan Documents


 






    Exhibit QQ-41 


    	 



    

 

	Representations
    and Warranties	 	Test	Review
    Materials
	cross-defaulted
    with any other Mortgage Loan that is outside the Mortgage Pool.	 	Mortgage
    Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so
    determined, it will be a Test pass.	 
	47.   
    Advance of Funds by the Seller. No advance of funds has been made by the Seller to the related Mortgagor, and
    no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge
    of the Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Seller nor any affiliate thereof
    has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made
    on or prior to the Closing Date.	47a	Review
    the MS Servicer Notices for a notation or other indication that, as of the Closing Date, an advancement of funds had been
    made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the
    Mortgagor or an affiliate, directly, for, or on account of, payments due on the Mortgage Loan. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	47b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate, has an obligation to make any capital
    contribution to the Mortgagor, other than contributions made on or prior to the Closing Date. If not so determined, it will
    be a Test pass. 	Mortgage
    Loan Documents
	48.   
    Compliance with Anti-Money Laundering Laws. The Seller has complied with its internal procedures with respect
    to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in
    connection with the origination of the Mortgage Loan.	48	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
    comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without
    limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices


 


    Exhibit QQ-42 


    	 



    











EXHIBIT RR


 


FORM OF CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM 


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMCC Commercial Mortgage Securities Trust Series 2016-JP3





Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial
Mortgage Pass-Through Certificates, Series 2016-JP3



  


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of September
1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of the [____________________].



  


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



  


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 






    Exhibit RR-1 


    	 



    




 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated: _______


  


[J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor]*


 





	By:	 	 
	 	[Name]	 
	 	[Title]	 



 





 






*Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



    Exhibit RR-2 


    	 



    




 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax Number: (888) 706-3565	Pentalpha
                           Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        Don Simon, Chief Operating Officer

	 	 
	Torchlight
        Loan Services, LLC 

        475
        Fifth Avenue 

        New
        York, New York 10017 

        Attention:
Abbey Kosakowski and Jacob M.K. Baron 

        JPMCC
2016-JP3 

        Email:
akosakowski@torchlightinvestors.com and jbaron@torchlightinvestors.com 
	 
	 	 


		Attention:	JPMCC Commercial Mortgage Securities Trust 2016-JP3, Commercial Mortgage
Pass-Through Certificates, Series 2016-JP3



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


5._____
An additional Mortgage Loan has become a Delinquent Loan.


  


6._____
A Mortgage Loan has ceased to be a Delinquent Loan.


 


7._____An
Asset Review Trigger has ceased to exist.


 


(check all that apply)


 






     Exhibit SS-1


     


    




 


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement. 





	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate
    Administrator for the Holders of the JPMCC Commercial Mortgage Securities Trust 2016-JP3 Commercial Mortgage
    Pass-Through Certificates, Series 2016-JP3
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 






     Exhibit SS-2


     


    




 


SCHEDULE 1


 


Mortgage
Loans with Additional Debt 


 


		1.	Salesforce Tower






		2.	Laguna Design Center






		3.	100 East Wisconsin Avenue






		4.	415 West 13th Street









 






     Schedule 1-1


     


    




 


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance Schedule 


See Annex E to the Prospectus.


 






     Schedule 2-1


     


    







 


SCHEDULE 3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves 


 


		1.	Embassy Suites Lake Buena Vista



 


     Schedule 3-1